ProFrac Holding Corp. (ACDC) awards 287,500 performance-based RSUs to chair
Rhea-AI Filing Summary
Wilks Matthew reported acquisition or exercise transactions in this Form 4 filing.
ProFrac Holding Corp. granted Executive Chairman Matthew Wilks 287,500 performance-based restricted stock units, each tied to one share of Class A common stock at no purchase price. These RSUs vest only after April 7, 2027 if specified stock price and employment conditions are met.
Vesting tranches are linked to 30‑day volume-weighted average price thresholds of $7.00, $10.00, $14.00, and $18.00, with 10%, 25%, 25%, and 40% of the units vesting at each level. Following this award, Wilks holds 1,788,127 shares directly and 422,097 shares indirectly through JCMWZ, LLC, where he disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
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Insider Trade Summary
Net Buyer: 287,500 shares
Net Buy
2 txns
Insider
Wilks Matthew
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A common stock, par value $0.01 per share | 287,500 | $0.00 | $0.00 |
| holding | Class A common stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Class A common stock, par value $0.01 per share — 1,788,127 shares (Direct);
Class A common stock, par value $0.01 per share — 422,097 shares (Indirect, Held by JCMWZ, LLC)
Footnotes (2)
- 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.
- F2. The reporting person is the Manager of JCMWZ, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Key Figures
RSU grant size: 287,500 RSUs
Direct holdings after grant: 1,788,127 shares
Indirect holdings after grant: 422,097 shares
+5 more
8 metrics
RSU grant size
287,500 RSUs
Performance-based award on Class A common stock
Direct holdings after grant
1,788,127 shares
Class A common stock held directly by Matthew Wilks
Indirect holdings after grant
422,097 shares
Held indirectly through JCMWZ, LLC
First VWAP vesting hurdle
$7.00
Triggers vesting of 10% of RSUs when 30-day VWAP meets level
Second VWAP vesting hurdle
$10.00
Triggers vesting of 25% of RSUs when 30-day VWAP meets level
Third VWAP vesting hurdle
$14.00
Triggers vesting of 25% of RSUs when 30-day VWAP meets level
Fourth VWAP vesting hurdle
$18.00
Triggers vesting of 40% of RSUs when 30-day VWAP meets level
Initial vesting eligibility date
April 7, 2027
RSUs vest only following this date if price and employment conditions are satisfied
Key Terms
performance-based restricted stock units, RSUs, volume-weighted average price, VWAP Threshold, +1 more
5 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"
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.
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
"when the VWAP Threshold equals or exceeds $7.00, 25% of the RSUs, when the VWAP Threshold equals or exceeds $10.00"
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did ProFrac (ACDC) Executive Chairman Matthew Wilks receive in this Form 4?
Matthew Wilks received 287,500 performance-based restricted stock units tied to ProFrac Class A common shares. The units were granted at no purchase price and represent potential future shares if specific stock price hurdles and employment conditions are satisfied after April 7, 2027.
How do the new ProFrac (ACDC) RSUs for Matthew Wilks vest?
The RSUs vest in tranches once price targets are met after April 7, 2027. Vesting occurs at 10%, 25%, 25%, and 40% when the 30-day VWAP equals or exceeds $7.00, $10.00, $14.00, and $18.00 respectively, assuming continued qualifying employment.
What is the VWAP Threshold mentioned in the ProFrac (ACDC) Form 4?
The VWAP Threshold is the average of daily volume-weighted average prices over the most recent 30 trading days. RSU vesting percentages are triggered when this 30-day VWAP for ProFrac Class A stock reaches or exceeds the specified price targets of $7.00, $10.00, $14.00, and $18.00.
Does Matthew Wilks need to stay employed at ProFrac (ACDC) for the RSUs to vest?
Yes. For each vesting event, Wilks must remain continuously employed by and in good standing with ProFrac or an affiliate. If he is not employed and in good standing on an applicable vesting date, the related tranche of performance-based RSUs would not vest.