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0001881487
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2025-08-25
2025-08-25
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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. ¨
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 |
