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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class A common stock, par value $0.01 per share | 2,500,000 | $4.00 | $10.00M |
Footnotes (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.) 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.) 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. 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.
