Wilks-affiliated entity gets 1.07M ProFrac (ACDC) shares as service fee
Rhea-AI Filing Summary
ProFrac Holding Corp. insider filing shows an equity payment to an affiliated entity rather than a market trade. An entity associated with Farris C. Wilks, Wilks Brothers, LLC, received 1,071,454 shares of ProFrac Class A common stock as quarterly fees under a Shared Services Agreement with a ProFrac subsidiary. The fee is normally $1,750,000 per quarter, paid in stock based on a 10-day volume-weighted average price, and for Q4 2025 was prorated to $1,557,692.31 after a liquidity condition was met. Following this non-market, restructuring-type transaction, Wilks Brothers indirectly holds 1,071,454 Class A shares, which Wilks may be deemed to beneficially own subject to pecuniary interest disclaimers.
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Insider Trade Summary
Net Buyer: 1,071,454 shares
Net Buy
1 txn
Insider
Wilks Farris
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series A common stock, par value $0.01 per share | 1,071,454 | $4.72 | $5.06M |
Holdings After Transaction:
Series A common stock, par value $0.01 per share — 1,071,454 shares (Indirect, See Footnotes)
Footnotes (4)
- F1. Shares of the Issuer's Class A common stock were acquired by Wilks Brothers, LLC, a Texas limited Liability company ("Wilks Brothers") pursuant to the terms of the Shared Services Agreement, dated May 3, 2022, between Wilks Brothers and ProFrac Holdings II, LLC, an indirect wholly-owned subsidiary of the Issuer ("PFII"), as amended by a Letter Agreement dated June 30, 2025 (as amended, the "Services Agreement").
- F2. Under the Services Agreement, PFII was required to pay in arrears upon satisfaction of an approval condition, a quarterly services fee of $1,750,000 in shares of the Issuer's Class A Common Stock, until a specified liquidity condition is satisfied. The number of shares issued each quarter is determined by dividing the applicable services fee by the 10-day volume-weighted average price of the Issuer's Common Stock at the end of the quarter. With respect to the Q4 2025 issuance, the liquidity condition was satisfied during the quarter, resulting in a prorated services fee of $1,557,692.31 for the partial period.
- F3. Reflects shares of the Issuer's Class A common stock held directly by Wilks Brothers. Farris C. Wilks, as 50% owner and a Manager of Wilks Brothers, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by Wilks Brothers, and therefore may be deemed to beneficially own such shares.
- F4. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of such person's 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.
Key Figures
Shares issued to Wilks Brothers: 1,071,454 shares
Implied price per share: $4.72 per share
Standard quarterly services fee: $1,750,000
+1 more
4 metrics
Shares issued to Wilks Brothers
1,071,454 shares
Class A common stock under Shared Services Agreement
Implied price per share
$4.72 per share
Valuation used for the 1,071,454-share issuance
Standard quarterly services fee
$1,750,000
Fee paid in Class A shares each quarter
Prorated Q4 2025 services fee
$1,557,692.31
Reduced after liquidity condition satisfied in Q4 2025
Key Terms
Shared Services Agreement, Class A common stock, volume-weighted average price, pecuniary interest
4 terms
Class A common stock financial
"Shares of the Issuer's Class A common stock were acquired by Wilks Brothers, LLC"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
volume-weighted average price financial
"determined by dividing the applicable services fee by the 10-day volume-weighted average price"
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.
pecuniary interest financial
"disclaims beneficial ownership of all equity securities reported herein except to the extent of such person's respective pecuniary interest"
FAQ
What did the ProFrac (ACDC) Form 4 filing report for Farris Wilks?
The filing reports a non-market equity transaction tied to a services agreement. Wilks Brothers, LLC, an entity associated with Farris Wilks, received 1,071,454 Class A shares as payment under a Shared Services Agreement, rather than through an open-market buy or sell.
What is the quarterly services fee under ProFrac’s agreement with Wilks Brothers LLC?
The agreement provides for a $1,750,000 quarterly services fee paid in stock. ProFrac’s subsidiary pays this fee in Class A shares, calculated using a 10-day volume-weighted average price once certain approval and liquidity conditions are satisfied.
How was the Q4 2025 ProFrac (ACDC) services fee to Wilks Brothers calculated?
The Q4 2025 fee was prorated to $1,557,692.31. A specified liquidity condition was satisfied during the quarter, so the usual $1,750,000 quarterly fee was reduced proportionally and paid in Class A shares based on a 10-day average trading price.
Was the ProFrac (ACDC) Form 4 transaction an open-market purchase or sale?
No, it was classified as an “other” transaction, not a market trade. The J-code entry reflects shares issued as payment under a Shared Services Agreement, rather than a discretionary buy or sell on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
