Wilks Brothers LLC receives 1.07M ProFrac (ACDC) shares as fee
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ProFrac Holding Corp. reported a Form 4 transaction involving Class A common stock tied to a services arrangement. Wilks Brothers, LLC received 1,071,454 shares at $4.72 per share as a non-cash quarterly services fee under a Shared Services Agreement with an indirect ProFrac subsidiary. Following this transaction, entities associated with Dan H. Wilks report indirect ownership of 86,743,609 Class A shares, with Wilks potentially deemed to share voting and investment power through his 50% ownership and managerial role in Wilks Brothers, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Wilks Dan H.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A common stock, par value $0.01 per share | 1,071,454 | $4.72 | $5.06M |
Holdings After Transaction:
Class A common stock, par value $0.01 per share — 86,743,609 shares (Indirect, See Footnotes)
Footnotes (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. Dan H. 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 its 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 for services: 1,071,454 shares
Reference price per share: $4.72 per share
Indirect holdings after transaction: 86,743,609 shares
+2 more
5 metrics
Shares issued for services
1,071,454 shares
Class A common stock issued to Wilks Brothers LLC
Reference price per share
$4.72 per share
Transaction price for Class A common stock
Indirect holdings after transaction
86,743,609 shares
Total ProFrac Class A shares indirectly held post-transaction
Quarterly services fee
$1,750,000
Standard quarterly fee under Services Agreement
Prorated Q4 2025 services fee
$1,557,692.31
Partial-period fee after liquidity condition was met
Key Terms
Shared Services Agreement, Class A common stock, volume-weighted average price, liquidity condition, +1 more
5 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.
liquidity condition financial
"until a specified liquidity condition is satisfied. The number of shares"
pecuniary interest financial
"disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest"
FAQ
What did the ProFrac (ACDC) Form 4 filing report for Dan H. Wilks?
The Form 4 shows a non-market stock transaction linked to a services agreement. Wilks Brothers, LLC received 1,071,454 ProFrac Class A shares as payment in kind, with Dan H. Wilks reporting indirect ownership through his 50% stake and managerial role in Wilks Brothers.
How is the quarterly services fee to Wilks Brothers LLC calculated under the agreement?
The Shared Services Agreement sets a quarterly fee of $1,750,000, payable in ProFrac Class A shares. The number of shares each quarter is determined by dividing the fee by the 10-day volume-weighted average stock price, aligning compensation value with recent market trading levels.
Why was the Q4 2025 ProFrac services fee to Wilks Brothers prorated?
For Q4 2025, a liquidity condition in the Services Agreement was satisfied during the quarter, so the fee was prorated. The resulting services fee was $1,557,692.31 for the partial period, which was then settled in ProFrac Class A common shares.