Performance RSUs tie ProFrac (ACDC) CFO pay to stock gains

Rhea-AI Filing Summary

ProFrac Holding Corp. reported that Chief Financial Officer Harbour Austin received a grant of 270,000 performance-based restricted stock units under the company’s 2022 Long Term Incentive Plan. Each unit can convert into one share of Class A common stock if specific stock price and service conditions are met.

After this grant, Austin holds 370,123 shares of Class A common stock directly. The RSUs vest following April 7, 2027 in stages when the 30-day volume-weighted average price reaches targets of $7.00, $10.00, $14.00 and $18.00 per share, and require continued employment on each vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harbour Austin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock, par value $0.01	270,000	$0.00	--

Holdings After Transaction: Class A Common Stock, par value $0.01 — 370,123 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 270,000 units Shares held after grant: 370,123 shares VWAP target 1: $7.00 per share +3 more

6 metrics

RSUs granted 270,000 units Performance-based RSUs granted to CFO on April 7, 2026

Shares held after grant 370,123 shares CFO direct holdings of Class A common stock following transaction

VWAP target 1 $7.00 per share Triggers vesting of 10% of RSUs after April 7, 2027

VWAP target 2 $10.00 per share Triggers vesting of 25% of RSUs after April 7, 2027

VWAP target 3 $14.00 per share Triggers vesting of 25% of RSUs after April 7, 2027

VWAP target 4 $18.00 per share Triggers vesting of 40% of RSUs after April 7, 2027

Key Terms

performance-based restricted stock units, 2022 Long Term Incentive Plan, volume-weighted average price, VWAP Threshold

4 terms

performance-based restricted stock units financial

"Reflects performance-based restricted stock units ("RSUs") granted under the ProFrac Holding Corp. 2022 Long Term Incentive Plan."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

2022 Long Term Incentive Plan financial

"RSUs granted under the ProFrac Holding Corp. 2022 Long Term Incentive Plan."

volume-weighted average price financial

"when the average of the daily volume-weighted average price per share of the Company's Class A common stock over the most recent 30 trading days"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

VWAP Threshold financial

"the "VWAP Threshold" equals or exceeds $7.00, 25% of the RSUs, when the VWAP Threshold equals or exceeds $10.00"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harbour Austin

(Last) (First) (Middle)

333 SHOPS BLVD

SUITE 301

(Street)

WILLOW PARK TEXAS 76087

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01	04/07/2026		A		270,000	A(1)	$0	370,123	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects performance-based restricted stock units ("RSUs") granted under the ProFrac Holding Corp. 2022 Long Term Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock, par value $0.01 per share if certain performance criteria are met. Following April 7, 2027, the RSUs will vest as to the following percentages when the following stock price targets have been achieved: 10% of the RSUs, when the average of the daily volume-weighted average price per share of the Company's Class A common stock over the most recent 30 trading days (the "VWAP Threshold") equals or exceeds $7.00, 25% of the RSUs, when the VWAP Threshold equals or exceeds $10.00, 25% of the RSUs, when the VWAP Threshold equals or exceeds $14.00, and 40% of the RSUs, when the VWAP Threshold equals or exceeds $18.00. The Reporting Person must also remain continuously employed by and in good standing with the Company or an affiliate on each applicable vesting date.

	/s/ Steven Scrogham, Attorney-in-Fact	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ProFrac (ACDC) CFO Harbour Austin report on this Form 4?

Harbour Austin reported receiving 270,000 performance-based restricted stock units as compensation. Each RSU may convert into one share of ProFrac Class A common stock if stock price targets are achieved and employment conditions are satisfied after April 7, 2027.

How many ProFrac (ACDC) shares does the CFO hold after this RSU grant?

Following the reported grant, Harbour Austin directly holds 370,123 shares of ProFrac Class A common stock. This figure reflects his ownership after the 270,000 performance-based restricted stock units were awarded, as disclosed in the Form 4 filing.

What are the stock price targets for the ProFrac (ACDC) CFO RSUs?

The RSUs vest in tranches when the 30-day volume-weighted average price meets set levels: $7.00 for 10% of units, $10.00 for 25%, $14.00 for another 25%, and $18.00 for the remaining 40%, all after April 7, 2027.

When can the ProFrac (ACDC) CFO’s performance RSUs begin to vest?

The performance-based RSUs can begin vesting only following April 7, 2027. Vesting then depends on ProFrac’s Class A common stock meeting specific 30-day volume-weighted average price thresholds and Harbour Austin remaining continuously employed and in good standing on each vesting date.

What conditions besides stock price affect vesting of ACDC CFO RSUs?

In addition to stock price targets, the CFO must remain continuously employed by and in good standing with ProFrac or an affiliate. If he does not satisfy this service condition on a vesting date, the related portion of the performance-based restricted stock units would not vest.