ProFrac awards 150,000 performance RSUs to CLO

ProFrac Holding Corp. granted Chief Legal Officer, Chief Compliance Officer and Corporate Secretary Steven Scrogham 150,000 performance-based restricted stock units.

Rhea-AI Filing Summary

ProFrac Holding Corp. granted Chief Legal Officer, Chief Compliance Officer and Corporate Secretary Steven Scrogham 150,000 performance-based restricted stock units. Each unit can convert into one share of Class A common stock at no purchase price if preset stock price goals are achieved.

The RSUs may vest after April 7, 2027 in stages tied to the 30-day volume-weighted average price: 10% at $7.00, 25% at $10.00, 25% at $14.00 and 40% at $18.00. Scrogham must remain employed and in good standing for vesting, and his direct holdings total 233,196 shares after this award.

Insider Trade Summary

Grant/Award: 150,000 shares

Grant/Award 1 txn

Insider Scrogham Steven

Role CLO, CCO & Corp. Sec.

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

Holdings After Transaction: Class A common stock, par value $0.01 per share — 233,196 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 150,000 units Shares after transaction: 233,196 shares Vesting start date: After April 7, 2027 +4 more

7 metrics

RSUs granted 150,000 units Performance-based RSUs granted to Steven Scrogham

Shares after transaction 233,196 shares Total direct holdings following the RSU grant

Vesting start date After April 7, 2027 Earliest date RSUs may begin to vest

VWAP threshold 1 $7.00 Triggers vesting of 10% of RSUs when 30-day VWAP meets level

VWAP threshold 2 $10.00 Triggers vesting of 25% of RSUs when 30-day VWAP meets level

VWAP threshold 3 $14.00 Triggers vesting of 25% of RSUs when 30-day VWAP meets level

VWAP threshold 4 $18.00 Triggers vesting of 40% of RSUs when 30-day VWAP meets level

Key Terms

performance-based restricted stock units ("RSUs"), volume-weighted average price, VWAP Threshold, Long Term Incentive Plan

4 terms

performance-based restricted stock units ("RSUs") financial

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

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 over the most recent 30 trading days"

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.

VWAP Threshold financial

"the average of the daily volume-weighted average price per share ... (the "VWAP Threshold")"

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.

FAQ

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

What insider transaction did ProFrac (ACDC) report in this Form 4?

ProFrac reported a grant of 150,000 performance-based restricted stock units to officer Steven Scrogham. Each RSU represents a contingent right to one Class A common share at no purchase price if specific stock price and employment conditions are met.

Who received the 150,000 RSU award at ProFrac (ACDC)?

The award went to Steven Scrogham, ProFrac’s Chief Legal Officer, Chief Compliance Officer and Corporate Secretary. The grant reflects equity-based compensation that aligns his potential share ownership with the company’s Class A common stock performance over time.

How do the performance RSUs for ProFrac (ACDC) vest?

The RSUs may vest after April 7, 2027 based on stock price targets measured by a 30-day volume-weighted average price. Tranches vest at $7.00, $10.00, $14.00 and $18.00 thresholds, provided Scrogham remains continuously employed and in good standing on each vesting date.

What stock price thresholds apply to ProFrac (ACDC) RSU grant?

The grant uses four VWAP Thresholds: $7.00 for 10% of units, $10.00 for 25%, $14.00 for another 25% and $18.00 for the remaining 40%. These levels determine how many RSUs convert into Class A common shares after April 7, 2027.

How many ProFrac (ACDC) shares does Steven Scrogham hold after the grant?

Following the RSU grant, Scrogham is reported as directly holding 233,196 shares of ProFrac Class A common stock. This figure includes the newly awarded performance-based RSUs, which may convert into shares only if the specified performance and employment conditions are satisfied.

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

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Accepted by SEC EDGAR 04/09/2026 - 07:36 PM Learn about SEC filing dates

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^*

Scrogham Steven

(Last) (First) (Middle)

C/O PROFRAC HOLDING CORP

333 SHOPS BOULEVARD, 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)
	CLO, CCO & Corp. Sec.

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	233,196	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	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)