Were ProFrac (ACDC) CFO’s share disposals open-market sales?

The reported transactions were not open-market sales. They were dispositions to the issuer and share disposals to satisfy withholding taxes upon vesting of restricted stock units and performance-based shares, with the vested awards settled in cash to the CFO.

ProFrac CFO reports award-related share disposals

ProFrac Holding Corp. Chief Financial Officer Harbour Austin reported compensation-related disposals of Class A Common Stock tied to vesting equity awards.

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Form Type

Rhea-AI Filing Summary

ProFrac Holding Corp. Chief Financial Officer Harbour Austin reported compensation-related disposals of Class A Common Stock tied to vesting equity awards. On March 27, 2026, he disposed of 19,624 and 18,247 shares to the issuer in connection with vested restricted stock units and performance-based shares that were settled in cash. A further 12,191 shares were disposed of to cover withholding taxes upon vesting of these awards. After these transactions, Austin directly held 100,123 shares of ProFrac Class A Common Stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Harbour Austin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock, par value $0.01	19,624	$6.63	$130K
Disposition	Class A Common Stock, par value $0.01	18,247	$6.63	$121K
Exercise Price or Tax Liability	Class A Common Stock, par value $0.01	12,191	$0.00	$0.00

Holdings After Transaction: Class A Common Stock, par value $0.01 — 100,123 shares (Direct)

Footnotes (3)

F1. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2025, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2025 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date.
F2. Reflects the partial disposal of performance-based shares of Company common stock, granted on March 9, 2026 under the 2025 performance-based award, which vested on March 27, 2026, and were settled with the reporting person in cash. The remaining shares granted on March 9, 2026 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date.
F3. Represents aggregate disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting of the March 28, 2025 grant of restricted stock units, including performance-based restricted stock units, under the 2022 Long Term Incentive Plan. This disposal covers withholding taxes applicable for all shares which vested on March 27, 2026.

Key Figures

Issuer disposition 1: 19,624 shares Issuer disposition 2: 18,247 shares Tax-withholding shares: 12,191 shares +1 more

4 metrics

Issuer disposition 1 19,624 shares Disposition to issuer of Class A Common Stock on March 27, 2026

Issuer disposition 2 18,247 shares Second disposition to issuer on March 27, 2026

Tax-withholding shares 12,191 shares Shares disposed to satisfy withholding taxes on March 27, 2026

Post-transaction holdings 100,123 shares Class A Common Stock directly held after transactions

Key Terms

restricted stock units, performance-based shares, withholding taxes, 2022 Long Term Incentive Plan, +1 more

5 terms

restricted stock units financial

"Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2025"

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.

performance-based shares financial

"Reflects the partial disposal of performance-based shares of Company common stock, granted on March 9, 2026"

withholding taxes financial

"disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting of the March 28, 2025 grant"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

2022 Long Term Incentive Plan financial

"including performance-based restricted stock units, under the 2022 Long Term Incentive Plan"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ProFrac (ACDC) disclose for its CFO?

ProFrac disclosed that CFO Harbour Austin disposed of shares tied to equity awards vesting on March 27, 2026. The transactions were issuer dispositions and tax-withholding related to restricted stock units and performance-based shares granted under long-term incentive arrangements.

How many ProFrac (ACDC) shares does the CFO hold after these transactions?

After the March 27, 2026 transactions, CFO Harbour Austin directly held 100,123 shares of ProFrac Class A Common Stock. This figure reflects his position following the issuer dispositions and tax-withholding share transfers related to his equity compensation.

What equity awards for ProFrac (ACDC) CFO vested on March 27, 2026?

Awards granted on March 28, 2025 and March 9, 2026 partially vested on March 27, 2026. These included restricted stock units and performance-based shares, which were settled in cash, with some shares disposed of to the issuer and for tax withholding.

Do ProFrac (ACDC) CFO’s equity awards continue vesting after 2026?

Yes. Remaining shares from the March 28, 2025 and March 9, 2026 grants are scheduled to vest equally on March 26, 2027 and March 28, 2028, subject to Harbour Austin’s continued employment and good standing through each vesting date.

Why were some ProFrac (ACDC) shares disposed of for tax withholding?

Shares were disposed of to satisfy withholding taxes due when restricted stock units and performance-based shares vested. Under the company’s 2022 Long Term Incentive Plan, part of vested equity can be used to cover tax liabilities instead of separate cash payments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/31/2026 - 05:26 PM

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)
03/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01	03/27/2026		D		19,624⁽¹⁾	D	$6.63	130,561	D
Class A Common Stock, par value $0.01	03/27/2026		D		18,247⁽²⁾	D	$6.63	112,314	D
Class A Common Stock, par value $0.01	03/27/2026		F		12,191⁽³⁾	D	$0	100,123	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2025, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2025 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date.

2. Reflects the partial disposal of performance-based shares of Company common stock, granted on March 9, 2026 under the 2025 performance-based award, which vested on March 27, 2026, and were settled with the reporting person in cash. The remaining shares granted on March 9, 2026 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date.

3. Represents aggregate disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting of the March 28, 2025 grant of restricted stock units, including performance-based restricted stock units, under the 2022 Long Term Incentive Plan. This disposal covers withholding taxes applicable for all shares which vested on March 27, 2026.

	/s/ Steven Scrogham, Attorney-in-Fact	03/31/2026
	** 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)

Source: View Original Filing on SEC EDGAR