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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
November 10, 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)
Not Appliable
(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-(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of 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 2.02 | Results of Operations and Financial Condition. |
On November 10, 2025, ProFrac Holding
Corp., a Delaware corporation (the “Company”), issued a press release reporting the financial results of the Company
for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in
its entirety by reference.
Limitation on Incorporation by
Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference
in such a filing.
Cautionary Note Regarding Forward-Looking
Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press
release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking
statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 10, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PROFRAC HOLDING CORP. |
| |
|
|
| |
By: |
/s/
Austin Harbour |
| |
Name: |
Austin Harbour |
| |
Title: |
Chief Financial Officer |
Date: November 10, 2025
