ProFrac (ACDC) ties 2026 PSU grants and $1M CFO bonus to stock and service

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ProFrac Holding Corp. granted new long-term equity incentives to senior executives and a special cash award to its Chief Financial Officer. On April 7, 2026, the board’s compensation committee approved performance-based restricted stock unit awards, each PSU representing one share of Class A common stock.

The Executive Chairman and CEO each received 287,500 PSUs, the CFO received 270,000 PSUs, and the Chief Commercial Officer received 150,000 PSUs. Vesting requires one year of continued employment and achievement of stock price targets, with VWAP thresholds of $7.00, $10.00, $14.00 and $18.00 over 30 trading days before April 7, 2036. The committee also approved a $1,000,000 special cash incentive for the CFO, payable in four quarterly installments of $250,000 during 2026, subject to continued employment and robust clawback and forfeiture terms.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PSUs to Executive Chairman: 287,500 PSUs PSUs to CEO: 287,500 PSUs PSUs to CFO: 270,000 PSUs +5 more

8 metrics

PSUs to Executive Chairman 287,500 PSUs 2026 PSU Award to Executive Chairman Matthew D. Wilks

PSUs to CEO 287,500 PSUs 2026 PSU Award to CEO Johnathan L. Wilks

PSUs to CFO 270,000 PSUs 2026 PSU Award to CFO Austin Harbour

PSUs to CCO 150,000 PSUs 2026 PSU Award to Chief Commercial Officer Matthew Greenwood

Stock price vesting thresholds $7.00, $10.00, $14.00, $18.00 30-day VWAP targets for 2026 PSU vesting tranches

CFO special incentive total $1,000,000 Aggregate 2026 CFO Award cash incentive

CFO quarterly installments $250,000 each Four equal 2026 CFO Award payments during 2026

PSU expiration date April 7, 2036 Unvested 2026 PSUs forfeited after this date

Key Terms

performance-based restricted stock unit, VWAP Threshold, Time-Based Vesting Date, Cause, +1 more

5 terms

performance-based restricted stock unit financial

"granted performance-based restricted stock unit (“PSU”) awards (the “2026 PSU Awards”)"

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

VWAP Threshold financial

"when the average of the daily volume-weighted average price per share ... (the “VWAP Threshold”)"

Time-Based Vesting Date financial

"through the first anniversary of the Grant Date (the “Time-Based Vesting Date”)."

Cause financial

"if he is terminated by the Company for Cause (as defined in Mr. Harbour’s Executive Employment Agreement)"

clawback financial

"must repay to the Company any portion of the 2026 CFO Award already paid to him no later than 30 days"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

Understanding 8-K Material Events →

04/13/2026 - 05:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 7, 2026

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41388

87-2424964

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

333 Shops Boulevard, Suite 301, Willow Park, Texas		76087
(Address of principal executive offices)		(Zip Code)

(254) 776-3722

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	ACDC	The Nasdaq Global Select Market
		Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2026 PSU Awards

On April 7, 2026 (the “Grant Date”), the Compensation Committee (the “Committee”) of the Board of Directors of ProFrac Holding Corp. (the “Company”) granted performance-based restricted stock unit (“PSU”) awards (the “2026 PSU Awards”) under the Company’s 2022 Long Term Incentive Plan to certain of the Company’s executive officers, including (i) 287,500 PSUs to Matthew D. Wilks, the Company’s Executive Chairman; (ii) 287,500 PSUs to Johnathan L. Wilks, the Company’s Chief Executive Officer; (iii) 270,000 PSUs to Austin Harbour, the Company’s Chief Financial Officer; and (iv) 150,000 PSUs to Matthew Greenwood, the Company’s Chief Commercial Officer. Each PSU represents the right to receive one share of the Company’s Class A common stock.

The 2026 PSU Awards are subject to the terms and conditions set forth in a Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (the “2026 PSU Award Agreement”). Each 2026 PSU Award is subject to both a time-based vesting condition and stock price performance targets. The time-based vesting condition requires that the applicable executive officer remain continuously employed by and in good standing with the Company or an affiliate through the first anniversary of the Grant Date (the “Time-Based Vesting Date”). Following the Time-Based Vesting Date, a percentage of the PSUs will vest when the Company certifies that the following stock price targets have been achieved: 10% of the PSUs, when the average of the daily volume-weighted average price per share of the Company’s Class A common stock over the most recent 30 trading days (the “VWAP Threshold”) equals or exceeds $7.00; 25% of the PSUs, when the VWAP Threshold equals or exceeds $10.00; 25% of the PSUs, when the VWAP Threshold equals or exceeds $14.00; and 40% of the PSUs, when the VWAP Threshold equals or exceeds $18.00. Settlement of vested PSUs will occur as soon as administratively practicable and no later than 30 days following the applicable vesting date. The 2026 PSU Awards will expire on April 7, 2036, and any PSUs that have not vested as of such date will be forfeited. Upon the expiration and forfeiture of unvested PSUs, the Company and the applicable executive officer will negotiate in good faith to establish a new incentive compensation arrangement on mutually acceptable terms, subject to the Committee’s approval.

The foregoing description of the 2026 PSU Awards does not purport to be complete and is qualified in its entirety by reference to the form of 2026 PSU Award Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

CFO Special Incentive Award

On April 7, 2026, the Committee also approved a special cash incentive award in the aggregate amount of $1,000,000 (the “2026 CFO Award”) to Mr. Harbour in recognition of his continued service as Chief Financial Officer of the Company. The 2026 CFO Award is payable in four equal quarterly installments of $250,000 each, subject generally to Mr. Harbour’s continued employment with the Company through each applicable quarterly payment date, with the first installment deemed to be vested as of March 31, 2026 and the subsequent installments vesting on June 30, 2026, September 30, 2026 and December 31, 2026, respectively. The 2026 CFO Award is governed by a Special Incentive Agreement, effective as of January 1, 2026, between Mr. Harbour and ProFrac Holdings II, LLC (the “2026 CFO Award Agreement”).

If Mr. Harbour voluntarily terminates his employment or if he is terminated by the Company for Cause (as defined in Mr. Harbour’s Executive Employment Agreement, dated June 17, 2024) during calendar year 2026, he will forfeit his right to receive any remaining unvested portion of the 2026 CFO Award and must repay to the Company any portion of the 2026 CFO Award already paid to him no later than 30 days after his last day of employment or the final adjudication that the Company terminated Mr. Harbour’s employment for Cause, respectively. Mr. Harbour has further agreed that if he voluntarily terminates his employment within 12 months of receipt of any portion of the 2026 CFO Award, he must repay all portions paid to him within the prior 12 months. If the Company terminates Mr. Harbour’s employment without Cause during calendar year 2026, his right to any further unvested portion of the 2026 CFO Award will be forfeited, but he will have no obligation to repay any amounts already paid.

The foregoing description of the 2026 CFO Award does not purport to be complete and is qualified in its entirety by reference to the 2026 CFO Award Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*+		Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the ProFrac Holding Corp. 2022 Long Term Incentive Plan.
10.2*+		Special Incentive Agreement, effective as of January 1, 2026, by and between Austin Harbour and ProFrac Holdings II, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	*	Filed herewith.
	+	Management contract or compensatory arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROFRAC HOLDING CORP.

Dated: April 13, 2026	By:	/s/ Steven Scrogham
		Steven Scrogham
		Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive equity awards did ProFrac (ACDC) approve on April 7, 2026?

ProFrac approved performance-based restricted stock unit awards for key executives, each PSU equal to one Class A share. The Executive Chairman and CEO each received 287,500 PSUs, the CFO 270,000 PSUs, and the Chief Commercial Officer 150,000 PSUs under the 2022 Long Term Incentive Plan.

How do the 2026 PSUs at ProFrac (ACDC) vest and what stock price targets apply?

The 2026 PSUs require one year of continuous employment, then vest based on stock price hurdles. Tranches vest when the 30-day VWAP reaches $7.00, $10.00, $14.00 and $18.00, with 10%, 25%, 25% and 40% of the PSUs vesting at each threshold through April 7, 2036.

What is included in the 2026 CFO special cash incentive at ProFrac (ACDC)?

The 2026 CFO Award is a $1,000,000 special cash incentive for Austin Harbour, recognizing his continued service. It is paid in four quarterly installments of $250,000 during 2026, with vesting dates on March 31, June 30, September 30 and December 31, subject to continued employment.

What repayment and forfeiture conditions apply to ProFrac’s (ACDC) 2026 CFO Award?

If the CFO resigns or is terminated for Cause in 2026, he forfeits unpaid portions and must repay amounts already received within 30 days. If he voluntarily leaves within 12 months of any payment, he must repay sums paid in that 12-month period, strengthening retention incentives.

When do ProFrac’s (ACDC) 2026 PSUs expire and what happens to unvested units?

The 2026 PSUs expire on April 7, 2036. Any PSUs that have not vested by that date are forfeited. After expiration and forfeiture, the company and the affected executive plan to negotiate a new incentive compensation arrangement on mutually acceptable terms, subject to committee approval.

Which agreements govern ProFrac’s (ACDC) 2026 PSU and CFO Awards?

The 2026 PSU Awards are governed by a Performance-Based Restricted Stock Unit Grant Notice and Agreement under the 2022 Long Term Incentive Plan. The 2026 CFO Award is governed by a Special Incentive Agreement effective January 1, 2026, between Austin Harbour and ProFrac Holdings II, LLC.

Filing Exhibits & Attachments

5 documents