ProFrac (ACDC) awards 150,000 performance RSUs to COO Jeremy Spriggs

Rhea-AI Filing Summary

Spriggs Jeremy reported acquisition or exercise transactions in this Form 4 filing.

ProFrac Holding Corp. reported that Chief Operations Officer Jeremy Spriggs received a grant of 150,000 performance-based restricted stock units (RSUs) under the 2022 Long Term Incentive Plan. Each RSU represents a contingent right to one share of Class A common stock.

After April 7, 2027, these RSUs vest only if stock price hurdles are met: 10% at a 30-day VWAP of $7.00, 25% at $10.00, 25% at $14.00, and 40% at $18.00. Spriggs must remain continuously employed and in good standing on each vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spriggs Jeremy

Role Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock, par value $0.01 per share	150,000	$0.00	--

Holdings After Transaction: Class A common stock, par value $0.01 per share — 150,000 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 150,000 units Shares after transaction: 150,000 shares First VWAP vesting hurdle: $7.00 +4 more

7 metrics

RSUs granted 150,000 units Performance-based RSUs to COO Jeremy Spriggs on April 7, 2026

Shares after transaction 150,000 shares Total Class A common stock underlying RSUs following transaction

First VWAP vesting hurdle $7.00 30-day VWAP required for 10% of RSUs to vest after April 7, 2027

Second VWAP vesting hurdle $10.00 30-day VWAP required for 25% of RSUs to vest

Third VWAP vesting hurdle $14.00 30-day VWAP required for additional 25% of RSUs to vest

Final VWAP vesting hurdle $18.00 30-day VWAP required for remaining 40% of RSUs to vest

Vesting start date After April 7, 2027 RSUs can vest only following this date if conditions are met

Key Terms

performance-based restricted stock units, RSUs, VWAP Threshold, 2022 Long Term Incentive Plan

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.

RSUs financial

"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."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

VWAP Threshold financial

"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")"

2022 Long Term Incentive Plan financial

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

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^*

Spriggs Jeremy

(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 Operations 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 per share	04/07/2026		A		150,000(1)	A	$0	150,000	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 insider transaction did ProFrac (ACDC) disclose for Jeremy Spriggs?

ProFrac disclosed that Chief Operations Officer Jeremy Spriggs received 150,000 performance-based RSUs. Each unit can settle into one Class A share if future stock price and employment conditions described in the award are satisfied.

How many ProFrac (ACDC) shares could Jeremy Spriggs receive from this RSU grant?

The grant covers 150,000 performance-based RSUs, each tied to one Class A share. Actual shares delivered depend on meeting stock price hurdles and continuous employment conditions stated for vesting after April 7, 2027.

What stock price targets govern vesting of Jeremy Spriggs’ ProFrac (ACDC) RSUs?

Vesting depends on average 30-day VWAP thresholds: 10% at $7.00, 25% at $10.00, 25% at $14.00, and 40% at $18.00. Each target must be met after April 7, 2027 for the related portion to vest.

When can Jeremy Spriggs’ ProFrac (ACDC) performance RSUs start vesting?

The RSUs may begin vesting following April 7, 2027 once stock price thresholds are achieved. On each vesting date, Spriggs must still be continuously employed by, and in good standing with, ProFrac or an affiliate.

What employment conditions apply to Jeremy Spriggs’ ProFrac (ACDC) RSU award?

For each vesting tranche, Jeremy Spriggs must remain continuously employed by and in good standing with ProFrac or an affiliate. If that condition is not met on a vesting date, the related portion of the performance-based RSUs would not vest.