ProFrac CEO logs routine share dispositions, holdings
ProFrac Holding Corp. CEO Johnathan Ladd Wilks reported routine compensation-related share dispositions.
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Form Type
4
Rhea-AI Filing Summary
ProFrac Holding Corp. CEO Johnathan Ladd Wilks reported routine compensation-related share dispositions. He disposed of 7,673 shares of Class A common stock back to the issuer at $6.20 per share, tied to restricted stock units that vested on March 31, 2026 and were settled in cash.
He also disposed of 2,470 shares to cover withholding taxes on the same vesting event. After these entries, he holds 168,416 Class A shares directly, additional indirect holdings through a limited partnership, and Series A redeemable convertible preferred stock convertible into 55,204 Class A shares.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Wilks Johnathan Ladd
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A common stock, par value $0.01 per share | 7,673 | $6.20 | $48K |
| Exercise Price or Tax Liability | Class A common stock, par value $0.01 per share | 2,470 | $0.00 | $0.00 |
| holding | Series A redeemable convertible preferred stock | -- | -- | -- |
| holding | Class A common stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Class A common stock, par value $0.01 per share — 168,416 shares (Direct);
Series A redeemable convertible preferred stock — 55,204 contracts (Direct);
Class A common stock, par value $0.01 per share — 1,275,835 shares (Indirect, Through Limited Partnership)
Footnotes (6)
- F1. Reflects the disposal of restricted stock units granted to the reporting person on March 31, 2023, which vested on March 31, 2026 and were settled with the reporting person in cash.
- F2. Represents disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting on March 31, 2026 of the March 31, 2023 grant of restricted stock units under the 2022 Long Term Incentive Plan.
- F3. KWELL Holdings, LP ("KHLP"), a Texas limited partnership, directly holds these securities. KWELL Group, LLC ("KWELL Group"), a Texas limited liability company, as General Partner of KHLP, has exclusive voting and investment control over the shares of Class A common stock held by KHLP, and therefore may be deemed to beneficially own such shares. Ladd Wilks, as manager of KWELL Group, may exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by KHLP. The Reporting Person disclaims beneficial ownership of all equity securities being reported herein except to the extent of his pecuniary interest therein.
- F4. The Conversion Price may be adjusted from time to time in accordance with the Certificate of Designation of Series A Redeemable Convertible Preferred Stock, Exh. 3.1 to the Issuer's Form 8-K filed on October 2, 2023 ("CoD").
- F5. Issuer's Series A convertible preferred stock has no expiration date as it is not redeemable at the option of holder and does not automatically convert into common stock on a specified date.
- F6. In accordance with the CoD, following the first anniversary of the Issuance Date, each holder of Series A redeemable convertible preferred stock shall have the option from time to time to convert all or a portion of holder's shares of Series A redeemable convertible preferred stock into Class A common stock, par value $0.01 per share, at a Conversion Ratio equal to the quotient of (i) the Liquidation Preference as of the date of the conversion, which initially shall equal the original issue price per share of $1,000.00 and subsequently be adjusted as the result of any PIK Accrual and as otherwise set forth in the CoD, and (ii) the then applicable Conversion Price. The amount of underlying securities reported has been determined utilizing the Conversion Ratio calculated as of the transaction date.
Key Figures
Issuer disposition: 7,673 shares at $6.20
Tax withholding shares: 2,470 shares
Direct Class A holdings: 168,416 shares
+3 more
6 metrics
Issuer disposition
7,673 shares at $6.20
Class A common stock disposed to issuer on March 31, 2026
Tax withholding shares
2,470 shares
Disposed to satisfy withholding taxes on RSU vesting March 31, 2026
Direct Class A holdings
168,416 shares
Direct Class A common stock after transactions
Indirect Class A holdings
1,275,835 shares
Indirectly held through KWELL Holdings, LP
Convertible preferred underlying shares
55,204 shares
Class A common stock underlying Series A redeemable convertible preferred
Conversion price
$20.00 per share
Conversion price for Series A redeemable convertible preferred stock
Key Terms
restricted stock units, tax-withholding disposition, Series A redeemable convertible preferred stock, Conversion Price, +2 more
6 terms
restricted stock units financial
"Reflects the disposal of restricted stock units granted to the reporting person on March 31, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Represents disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Series A redeemable convertible preferred stock financial
"Issuer's Series A convertible preferred stock has no expiration date"
Conversion Price financial
"The Conversion Price may be adjusted from time to time in accordance with the Certificate of Designation"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Liquidation Preference financial
"at a Conversion Ratio equal to the quotient of (i) the Liquidation Preference as of the date of the conversion"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of all equity securities being reported herein except to the extent of his pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did ProFrac (ACDC) CEO Johnathan Ladd Wilks report?
He reported two routine dispositions of Class A common stock. One was 7,673 shares returned to the issuer, and another 2,470 shares were disposed to satisfy withholding taxes on vested restricted stock units, all linked to compensation rather than open-market trading.
What indirect ProFrac (ACDC) holdings are associated with the CEO?
The filing lists 1,275,835 Class A shares held indirectly through KWELL Holdings, LP, a limited partnership. KWELL Group, LLC controls that partnership, and the CEO may exercise voting and investment power but disclaims beneficial ownership beyond his pecuniary interest.
What preferred stock position does the ProFrac (ACDC) CEO report?
He reports Series A redeemable convertible preferred stock convertible into 55,204 underlying Class A shares at a $20.00 conversion price. This preferred stock has no expiration date and can be converted after the first anniversary of issuance according to the disclosed conversion terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
