[8-K] ProFrac Holding Corp. Reports Material Event

Rhea-AI Filing Summary

On August 12, 2025, ProFrac Holding Corp. entered an underwriting agreement with J.P. Morgan Securities LLC and Piper Sandler & Co. for an offering of 18,750,000 shares of Class A common stock, and granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares. The sale of the Firm Shares closed on August 14, 2025, producing approximately $72.8 million in net proceeds to the company after underwriting fees and commissions and before expenses. The offering was registered on Form S-3 (Registration No. 333-273453) with a prospectus supplement dated August 12, 2025. The underwriting agreement includes customary representations, warranties and indemnification provisions, and a legal opinion is filed as Exhibit 5.1.

Positive

• Raised approximately $72.8 million in net proceeds from the sale of 18,750,000 Class A shares
• Underwriters granted a 30-day option to purchase up to 2,812,500 additional shares
• Offering registered on Form S-3 (Registration No. 333-273453) with a prospectus supplement dated August 12, 2025
• Sale closed on August 14, 2025, confirming completion of the transaction
• Legal opinion filed as Exhibit 5.1 and underwriting agreement filed as Exhibit 1.1

Negative

• None.

Insights

Financial Analyst

TL;DR: ProFrac completed an 18.75M-share offering, raising about $72.8M; underwriters hold a 30-day option for 2.8125M additional shares.

The filing documents a completed capital raise under an underwriting agreement with J.P. Morgan and Piper Sandler. Key figures are explicit: 18,750,000 Firm Shares sold and approximately $72.8 million in net proceeds after underwriting fees and commissions, with a 30-day option for up to 2,812,500 additional shares. The offering was registered on a previously effective Form S-3, and closing occurred on August 14, 2025. The agreement contains customary covenants and indemnities, and the underwriters disclosed prior and potential future commercial and investment banking engagements with the company.

Corporate Finance Specialist

TL;DR: Transaction provides stated proceeds and flexibility via an overallotment option; documentation and legal opinion are filed as exhibits.

The 8-K reports a material definitive agreement effectuating a marketed equity sale and immediate closing. The disclosed net proceeds figure (~$72.8 million) is after underwriting fees and commissions and before expenses, and a 30-day option allows underwriters to purchase up to 2,812,500 additional shares. The registration provenance (Form S-3, Reg. No. 333-273453) and the filing of a legal opinion (Exhibit 5.1) are explicitly noted. The agreement’s representations, warranties and indemnities are described as customary, and potential ongoing commercial relationships between the underwriters and the company are disclosed.

false 0001881487 0001881487 2025-08-12 2025-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 12, 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 1.01 Entry into a Material Definitive Agreement.

On August 12, 2025, ProFrac Holding Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Piper Sandler & Co. (together, the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company 18,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock (the “Offering”). Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional aggregate 2,812,500 shares of the Company’s Class A common stock (together with the Firm Shares, the “Shares”). The aggregate net proceeds to the Company for the Firm Shares, after underwriting fees and commissions and before expenses, is approximately $72.8 million.

The closing of the issuance and sale of the Firm Shares occurred on August 14, 2025. The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (Registration No. 333-273453) of the Company (the “Registration Statement”), which became effective on August 4, 2023, and the prospectus supplement dated August 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. A legal opinion related to the Registration Statement is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations, warranties and covenants, including indemnification and contribution obligations of the Company and the Underwriters, including for liabilities under the Securities Act. Certain of the Underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1†		Underwriting Agreement, dated August 12, 2025, among ProFrac Holding Corp., J.P. Morgan Securities LLC and Piper Sandler & Co.
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain of the schedules and exhibits to the agreement have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

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 14, 2025	By:	/s/ Steven Scrogham
		Steven Scrogham
		Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

FAQ

What did ProFrac (ACDC) do in this 8-K?

The company entered an underwriting agreement and sold 18,750,000 Class A shares, with closing of the Firm Shares on August 14, 2025.

How much did ProFrac (ACDC) raise from the offering?

The aggregate net proceeds to the company for the Firm Shares, after underwriting fees and commissions and before expenses, were approximately $72.8 million.

Is there an option for more shares in the ProFrac offering?

Yes. The company granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares.

Who were the underwriters for ProFrac (ACDC)?

The underwriting agreement was with J.P. Morgan Securities LLC and Piper Sandler & Co..

Was the offering registered?

Yes. The offering was registered under the Securities Act pursuant to a shelf registration statement on Form S-3 (Reg. No. 333-273453), effective August 4, 2023, with a prospectus supplement dated August 12, 2025.

Are there any disclosed conflicts or related-party transactions with the underwriters?

The filing discloses that certain underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the company and have received or expect to receive customary compensation for those transactions.