As filed with the Securities and Exchange Commission
on September 3, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ProFrac Holding Corp.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
87-2424964 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
| |
|
|
333 Shops Boulevard, Suite 301
Willow Park, Texas |
|
76087 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
PROFRAC HOLDING CORP. 2025 EMPLOYEE STOCK PURCHASE
PLAN
(Full title of the plan)
Austin Harbour
Chief Financial Officer
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
(Name and address of agent for service)
(254) 776-3722
(Telephone number, including area code, of agent
for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer x |
| Non-accelerated filer ¨ |
Smaller reporting company x |
| |
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information
required by Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission
(the “SEC”), either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item
3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirement of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ProFrac Holding
Corp. (the “Company”) with the SEC are incorporated by reference into this Registration Statement:
| · | The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025; |
| · | The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025; |
| · | The Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2025, filed with the SEC on August 7, 2025; |
| · | The Company’s Current Reports on Form 8-K filed with the SEC on
June 3, 2025, June 30, 2025, August 14, 2025 and August 27, 2025; |
| · | The portions of the Company’s Definitive Proxy Statement,
filed with the SEC on April 29, 2025, that were incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed
with the SEC on March 10, 2025; and |
| · | The Company’s description of common stock contained in the Company’s
registration statement on Form 8-A filed with the SEC on May 10, 2022. |
All reports and other documents subsequently filed by the Company with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration Statement; provided, however, that the Company is
not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K.
Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from
the date of filing of such document with the SEC until and to the extent the information contained therein is superseded or modified by
any subsequently filed document that is incorporated by reference into this Registration Statement or by any document that constitutes
part of the prospectus relating to the Company’s 2025 Employee Stock Purchase Plan, each meeting the requirements of Section 10(a) of
the Securities Act.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such
person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation,
and, in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. In the case of actions
brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person has
been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification
is proper under the circumstances.
Our Second Amended and Restated Certificate of
Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) provide that our directors and officers
will be indemnified by us to the fullest extent authorized by the DGCL. In addition, the Charter provides, as permitted by Section 102(b)(7) of
the DGCL, that our directors and officers will not be liable for monetary damages to us for breaches of their fiduciary duty as directors
or officers, except where such director or officer (i) violated their duty of loyalty to us or our stockholders, (ii) acted,
or failed to act, in good faith, (iii) acted with intentional misconduct, (iv) knowingly or intentionally violated the law,
(v) with respect to directors, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, (vi) derived
an improper personal benefit from their actions as officers or directors or, (vii) with respect to officers, acted by or in the right
of the Company.
Section 174 of the DGCL provides, among other
things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption
may be held liable for such actions. A director who was absent when the unlawful actions were approved or dissented at the time, may avoid
liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the proceedings of the board
of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.
Our Bylaws also permit us to secure insurance on
behalf of any officer, director, employee, or agent for any liability arising out of his or her actions, regardless of whether the DGCL
would permit indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our
directors and officers.
We have entered into indemnification agreements
with each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under
Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| 4.3 |
|
Second Amended and Restated Certificate of Incorporation of ProFrac Holding Corp. (incorporated by reference to Exhibit 3.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on March 28, 2023). |
| |
|
| 4.4 |
|
Amended and Restated Bylaws of ProFrac Holding Corp., effective as of May 17, 2022 (incorporated by reference to Exhibit 3.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 18, 2022). |
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| 4.5* |
|
ProFrac Holding Corp. 2025 Employee Stock Purchase Plan. |
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| 5.1* |
|
Opinion of Foley Hoag LLP. |
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|
| 23.1* |
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Consent of Grant Thornton LLP. |
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|
| 23.2* |
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Consent of KPMG LLP. |
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| 23.3* |
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Consent of John T. Boyd Company. |
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| 23.4* |
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Consent of Foley Hoag LLP (contained in Exhibit 5.1). |
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| 24.1* |
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Power of Attorney (included on signature page of this Registration Statement). |
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|
|
| 107* |
|
Filing Fee Table. |
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Willow Park, State of Texas, on September 3, 2025.
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PROFRAC HOLDING CORP. |
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|
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By: |
/s/ Matthew D. Wilks |
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|
Matthew D. Wilks |
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|
Executive Chairman and Director |
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|
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Matthew D. Wilks as his or her true and lawful attorney-in-fact, with the power
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Matthew D. Wilks |
Executive Chairman and Director |
September 3, 2025 |
| Matthew D. Wilks |
(Principal Executive Officer) |
|
| |
|
|
| /s/ Johnathan Ladd Wilks |
Chief
Executive Officer |
September 3, 2025 |
| Johnathan Ladd Wilks |
|
|
| |
|
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| /s/Austin Harbour |
Chief Financial Officer |
September 3, 2025 |
| Austin Harbour |
(Principal Financial Officer) |
|
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|
|
| /s/Michael S. Henry |
Principal Accounting Officer |
September 3, 2025 |
| Michael S. Henry |
(Principal Accounting Officer) |
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| /s/Theresa Glebocki |
Director |
September 3, 2025 |
| Theresa
Glebocki |
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| /s/Gerald
Haddock |
Director |
September 3, 2025 |
| Gerald
Haddock |
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| /s/Sergei Krylov |
Director |
September 3, 2025 |
| Sergei
Krylov |
| |
|
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| /s/Stacy Nieuwoudt |
Director |
September 3, 2025 |
| Stacy
Nieuwoudt |
| |
|
|
| /s/Coy Randle |
Director |
September 3, 2025 |
| Coy Randle |
|
|
