Form 4: THRC Acquires 2.5M ProFrac (ACDC) Shares in Public Offering

Rhea-AI Filing Summary

ProFrac Holding Corp. (ACDC) Form 4 summary: THRC Holdings, LP reported acquiring 2,500,000 shares of Class A common stock on 08/14/2025 at a price of $4.00 per share, the offering price of a public offering that closed that day. After the transaction, THRC Holdings directly beneficially owned 82,389,657 Class A shares. The filing explains THRC also holds 30,000 shares of Series A convertible preferred stock (convertible into 1,723,770 Class A shares) and warrants to purchase 42,744 Class A shares; the preferred conversion amount increased due to a PIK dividend provision. THRC Management, LLC and Dan Wilks are disclosed as having voting/investment control over THRC's holdings.

Positive

• Large acquisition reported: THRC purchased 2,500,000 Class A shares, increasing disclosed direct holdings to 82,389,657 shares.
• Transparent pricing link: The reported $4.00 price is explicitly tied to the issuer's public offering that closed on 08/14/2025.

Negative

• Potential dilution: Series A convertible preferred stock now converts into 1,723,770 Class A shares and warrants cover 42,744 shares, increasing potential future share count.
• Increase in conversion via PIK dividend: The preferred conversion amount rose by 33,799 shares due to a PIK dividend provision, indicating incremental dilution since the prior Form 4.

Insights

Financial Analyst

TL;DR: A significant 2.5M-share purchase by a major holder increases disclosed ownership and signals continued support at the public offering price.

The reported purchase of 2,500,000 Class A shares at $4.00 each materially increases THRC's reported direct holdings to 82,389,657 shares, and the filing ties the price to the issuer's public offering that closed 08/14/2025. The disclosure of convertible preferred stock (convertible into 1,723,770 shares) and outstanding warrants clarifies additional potential future dilution. For investors, the key data points are the size of the block acquired, the offering price, and the existence of convertible instruments that may adjust share count.

Corporate Governance Expert

TL;DR: Reporting properly attributes control through LP and manager entities and disclaims beneficial ownership beyond pecuniary interest.

The Form 4 clearly describes the ownership chain: THRC Holdings, LP directly holds the securities, THRC Management, LLC as general partner has exclusive voting and investment control, and Dan Wilks as sole manager may be deemed to exercise that power. The filing includes standard disclaimers of beneficial ownership ‘‘except to the extent of its respective pecuniary interest.’b> The document provides appropriate attribution of control and explains increases in convertible share equivalents resulting from a PIK dividend.

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

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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^*

THRC Holdings, LP

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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

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

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

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 per share	08/14/2025		P		2,500,000	A	$4(1)	82,389,657(2)	D(3)(4)

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

1. Name and Address of Reporting Person^*

THRC Holdings, LP

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THRC Management, LLC

(Last) (First) (Middle)

17018 IH 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wilks Dan H.

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TX 76437

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported price in Column 4 is the offering price of a public offering of Class A Common Stock of the Issuer that closed on August 14, 2025 under an shelf registration as filed on Form S-3. (Please refer to the Issuer's filing on Form 8-K dated August 14, 2025.)

2. THRC Holdings LP, a Texas limited partnership ("THRC"), directly owns (i) 80,623,143 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,723,770 shares of Class A Common Stocka, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. (Note: The number of Class A Common shares that the Preferred Stock may be converted into has increased by 33,799 subsequent to the previous Form 4 filing due the a PIK dividend provision of the Preferred Stock.)

3. THRC Holdings, LP, a Texas limited partnership ("THRC"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by THRC, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC, and therefore may be deemed to beneficially own such shares.

4. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

	/s/ Robert B. Early, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did THRC Holdings report on Form 4 for ProFrac Holding Corp. (ACDC)?

THRC Holdings reported acquiring 2,500,000 Class A shares on 08/14/2025 at $4.00 per share, bringing direct beneficial ownership to 82,389,657 shares.

How is the $4.00 price in the Form 4 explained?

The filing states the reported price is the offering price of a public offering of Class A common stock that closed on 08/14/2025 under a shelf registration.

Does THRC hold other securities that could convert into Class A shares?

Yes. THRC directly holds 30,000 Series A convertible preferred shares (currently convertible into 1,723,770 Class A shares) and warrants to purchase 42,744 Class A shares.

Who controls the voting and investment decisions for THRC's holdings?

THRC Management, LLC, as general partner of THRC, has exclusive voting and investment control; Dan Wilks, as sole manager of THRC Management, may be deemed to exercise that power.

Did the filing note any change to conversion ratios?

Yes. The number of Class A shares that the preferred stock may be converted into increased by 33,799 after the prior Form 4 due to a PIK dividend provision.