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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wilks Farris

Role null

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 (1)

1. 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"). 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. 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. 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

Shared Services Agreement financial

"pursuant to the terms of the Shared Services Agreement, dated May 3, 2022"

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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 01:36 PM Accepted by SEC EDGAR 06/26/2026 - 01:36 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^*

Wilks Farris

(Last) (First) (Middle)

17018 INTERSTATE 20

(Street)

CISCO TEXAS 76437

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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
Series A common stock, par value $0.01 per share	06/25/2026		J(1)		1,071,454(2)	A	$4.72	1,071,454	I	See Footnotes(3)(4)

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. 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").

2. 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.

3. 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.

4. 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.

	/s/ Matthew Rinaldi, Attorney-in- Fact	06/26/2026
	** 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 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.

How many ProFrac (ACDC) shares did Wilks Brothers LLC receive in this Form 4?

Wilks Brothers, LLC received 1,071,454 Class A common shares. These shares were issued as compensation for services under a Shared Services Agreement with a ProFrac subsidiary, not as an open-market purchase, leaving Wilks Brothers with 1,071,454 shares after the transaction.

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.

Is Farris Wilks considered to own the ProFrac shares held by Wilks Brothers LLC?

Farris Wilks may be deemed to beneficially own those shares. As a 50% owner and Manager of Wilks Brothers, he may exercise voting and investment power, though the reporting persons disclaim beneficial ownership beyond their pecuniary interests.

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.