$7.1M over-allotment adds cash for ProFrac (NASDAQ: ACDC)

Rhea-AI Filing Summary

ProFrac Holding Corp. reported that underwriters in its recent Class A common stock offering partially exercised their overallotment option, purchasing an additional 1,840,998 shares on August 25, 2025. These additional shares, called the Option Shares, generated approximately $7.1 million in aggregate net proceeds for the company after underwriting fees and commissions and before expenses.

The issuance and sale of the Option Shares closed on August 27, 2025, further increasing the equity capital ProFrac raised from its previously completed underwritten public offering of Class A common stock.

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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): August 25, 2025

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

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 8.01 Other Events.

As previously reported, on August 14, 2025, ProFrac Holding Corp. (the “Company”) completed an underwritten public offering of the Company’s Class A common stock. On August 25, 2025, the underwriters partially exercised their overallotment option to purchase an additional 1,840,998 shares of Class A common stock (the “Option Shares”). The aggregate net proceeds to the Company for the Option Shares, after underwriting fees and commissions and before expenses, is approximately $7.1 million. The closing of the issuance and sale of the Option Shares occurred on August 27, 2025.

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: August 27, 2025	By:	/s/ Steven Scrogham
		Steven Scrogham
		Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

FAQ

What did ProFrac Holding Corp. (ACDC) announce in this 8-K?

ProFrac Holding Corp. disclosed that underwriters partially exercised their overallotment option in its recent Class A common stock offering, resulting in the purchase of 1,840,998 additional shares and generating about $7.1 million in net proceeds for the company.

How many additional ProFrac (ACDC) shares were sold through the over-allotment option?

Underwriters purchased an additional 1,840,998 shares of ProFrac Holding Corp.'s Class A common stock pursuant to a partial exercise of their overallotment option.

How much money did ProFrac (ACDC) receive from the Option Shares?

ProFrac Holding Corp. received aggregate net proceeds of approximately $7.1 million from the sale of the 1,840,998 Option Shares, after underwriting fees and commissions and before expenses.

When did the over-allotment option exercise and closing occur for ProFrac (ACDC)?

The underwriters partially exercised their overallotment option on August 25, 2025, and the closing of the issuance and sale of the Option Shares occurred on August 27, 2025.

What type of security was involved in ProFrac (ACDC)'s over-allotment exercise?

The transaction involved ProFrac Holding Corp.'s Class A common stock, which is listed on The Nasdaq Global Select Market under the trading symbol ACDC.

Who signed the ProFrac (ACDC) 8-K related to the over-allotment option?

The 8-K was signed on behalf of ProFrac Holding Corp. by Steven Scrogham, the company’s Chief Legal Officer, Chief Compliance Officer and Corporate Secretary.