ProFrac (ACDC) CEO awarded 287,500 performance RSUs with stock price hurdles
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ProFrac Holding Corp. Chief Executive Officer Johnathan Ladd Wilks received a grant of 287,500 performance-based restricted stock units (RSUs) of Class A common stock at no purchase price under the company’s 2022 Long Term Incentive Plan.
Each RSU can convert into one share if specific stock price and employment conditions are met. After April 7, 2027, 10% of the RSUs may vest if the 30‑day volume‑weighted average price (VWAP) reaches $7.00, 25% at $10.00, another 25% at $14.00, and 40% at $18.00, provided he remains employed and in good standing.
Following this grant, Wilks holds 455,916 shares directly and has an indirect interest in 1,275,835 shares held through KWELL Holdings, LP, for which he disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Wilks Johnathan Ladd
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A common stock, par value $0.01 per share | 287,500 | $0.00 | -- |
| holding | Class A common stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Class A common stock, par value $0.01 per share — 455,916 shares (Direct);
Class A common stock, par value $0.01 per share — 1,275,835 shares (Indirect, Through Limited Partnership)
Footnotes (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. 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.
Key Figures
RSU grant size: 287,500 RSUs
VWAP vesting hurdle 1: $7.00
VWAP vesting hurdle 2: $10.00
+5 more
8 metrics
RSU grant size
287,500 RSUs
Performance-based award to CEO on April 7, 2026
VWAP vesting hurdle 1
$7.00
10% of RSUs vest when 30-day VWAP reaches this level after April 7, 2027
VWAP vesting hurdle 2
$10.00
25% of RSUs vest when 30-day VWAP reaches this level
VWAP vesting hurdle 3
$14.00
Additional 25% of RSUs vest at this VWAP level
VWAP vesting hurdle 4
$18.00
Final 40% of RSUs vest at this VWAP level
Direct shares after grant
455,916 shares
CEO’s direct Class A common stock holdings following the transaction
Indirect holdings through KHLP
1,275,835 shares
Shares held by KWELL Holdings, LP associated with CEO, subject to pecuniary interest
Grant price per share
$0.00
No purchase price paid for RSUs under incentive plan
Key Terms
performance-based restricted stock units, VWAP Threshold, Long Term Incentive Plan, pecuniary interest, +1 more
5 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.
VWAP Threshold financial
"when the average of the daily volume-weighted average price per share ... (the "VWAP Threshold") equals or exceeds $7.00"
Long Term Incentive Plan financial
"RSUs granted under the ProFrac Holding Corp. 2022 Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."
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"
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.
FAQ
What did ProFrac (ACDC) CEO Johnathan Ladd Wilks receive in this Form 4?
He received a grant of 287,500 performance-based RSUs of ProFrac Class A common stock at no purchase price. The award was granted under the company’s 2022 Long Term Incentive Plan and vests only if future stock price and service conditions are satisfied.
How do the new ProFrac (ACDC) RSUs for the CEO vest?
The RSUs vest after April 7, 2027 when stock price hurdles are met. Portions vest at VWAP levels of $7.00, $10.00, $14.00, and $18.00, and require the CEO to remain continuously employed and in good standing on each vesting date.
What is the VWAP Threshold mentioned in the ProFrac (ACDC) Form 4?
The VWAP Threshold is the average of the daily volume‑weighted average price of ProFrac Class A shares over the most recent 30 trading days. RSU tranches vest only when this 30‑day VWAP equals or exceeds specified price targets like $7 or $10.
Is the ProFrac (ACDC) CEO’s RSU award an open-market stock purchase?
No, it is a compensation grant coded as an acquisition (A), not an open‑market buy. The CEO did not pay a price per share; instead, the company granted RSUs that may later convert into stock if performance and employment conditions are satisfied.