ProFrac Holding Corp. is the subject of an amended Schedule 13D in which a group of related entities and individuals led by members of the Wilks family report substantial ownership of the company’s Class A common stock. In aggregate, these reporting persons beneficially own 153,640,096 shares of Class A Common Stock, representing approximately 83.1% of ProFrac’s outstanding Class A shares. This percentage is calculated using 182,122,762 shares outstanding as of August 3, 2026, adjusted for 370,883 forfeited unvested equity awards and 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 Class A shares.
Within the group, THRC Holdings beneficially owns 83,209,008 shares (45.0% of the class), largely through 81,343,143 common shares and 30,000 preferred shares convertible into 1,865,865 common shares, with THRC Management as general partner. Dan H. Wilks is reported as beneficially owning 86,743,609 shares (47.3%), including interests through THRC entities, Heavenly Father’s Foundation and Wilks Brothers LLC. Farris Wilks is reported at 64,921,131 shares (35.1%), including holdings through FARJO entities and the Farris and Jo Ann Wilks 2022 Family Trust, which itself holds 58,571,444 shares (31.7%). The shares disclosed were acquired primarily for general investment purposes, with purchases funded by THRC Holdings’ working capital and by personal funds of Farris Wilks in offerings undertaken by ProFrac.
Positive
None.
Negative
None.
Key Figures
Aggregate Wilks group ownership:153,640,096 shares of Class A Common StockTHRC Holdings stake:83,209,008 shares (45.0%)Dan H. Wilks stake:86,743,609 shares (47.3%)+4 more
7 metrics
Aggregate Wilks group ownership153,640,096 shares of Class A Common StockBeneficially owned by all reporting persons, representing approximately 83.1% of outstanding Class A shares
THRC Holdings stake83,209,008 shares (45.0%)Includes 81,343,143 common shares and 30,000 preferred shares convertible into 1,865,865 common shares
Dan H. Wilks stake86,743,609 shares (47.3%)Aggregate beneficial ownership through THRC entities, Heavenly Father’s Foundation and Wilks Brothers LLC
Farris Wilks stake64,921,131 shares (35.1%)Includes personal holdings, FARJO entities, Wilks Brothers LLC and the Farris Trust
Farris & Jo Ann Wilks 2022 Family Trust58,571,444 shares (31.7%)Shares of ProFrac Class A Common Stock held by the Farris Trust
Shares outstanding baseline182,122,762 sharesClass A Common Stock outstanding as of August 3, 2026, used to calculate ownership percentages
Convertible preferred baseline50,000 preferred shares = 3,109,774 commonSeries A Redeemable Convertible Preferred Stock included in ownership percentage calculations
Key Terms
beneficial owners, Series A Redeemable Convertible Preferred Stock, sole voting power, sole dispositive power, +1 more
5 terms
beneficial ownersfinancial
"In aggregate, the Reporting Persons are the beneficial owners of 153,640,096 shares"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
Series A Redeemable Convertible Preferred Stockfinancial
"50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible"
sole voting powerfinancial
"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13Dregulatory
"This Amendment No. 12 (this "Amendment") amends and supplements the filed on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
FAQ
What ownership stake in ProFrac Holding Corp. (ACDC) do the Wilks-related reporting persons disclose?
The reporting persons disclose beneficial ownership of 153,640,096 shares of ProFrac Class A common stock, representing approximately 83.1% of the outstanding Class A shares, based on a specific share count and convertible preferred stock described in the amendment.
How many ProFrac (ACDC) shares does THRC Holdings report owning?
THRC Holdings reports beneficial ownership of 83,209,008 shares of ProFrac Class A common stock, equal to 45.0% of the class. This includes 81,343,143 common shares and 30,000 Series A preferred shares convertible into 1,865,865 common shares.
What is Dan H. Wilks’ reported ProFrac (ACDC) ownership in this Schedule 13D/A?
Dan H. Wilks is reported as beneficially owning 86,743,609 shares of ProFrac Class A common stock, or approximately 47.3% of the class. His interest includes holdings through THRC entities, Heavenly Father’s Foundation and Wilks Brothers LLC, subject to stated beneficial ownership disclaimers.
What stake in ProFrac (ACDC) is attributed to Farris Wilks and related entities?
Farris Wilks is reported as beneficially owning 64,921,131 shares of ProFrac Class A common stock, representing about 35.1% of the class. This total includes his personal shares, FARJO Holdings’ convertible preferred, Wilks Brothers LLC, and 58,571,444 shares held by the Farris and Jo Ann Wilks 2022 Family Trust.
How many ProFrac (ACDC) shares does the Farris and Jo Ann Wilks 2022 Family Trust hold?
The Farris and Jo Ann Wilks 2022 Family Trust holds 58,571,444 shares of ProFrac Class A common stock, representing about 31.7% of the class. Farris and Jo Ann Wilks serve as trustees, sharing dispositive power, while Farris Wilks has sole voting power over these shares.
What share count does ProFrac (ACDC) use as the basis for the ownership percentages?
The ownership percentages are based on 182,122,762 shares of ProFrac Class A common stock outstanding as of August 3, 2026, adjusted for 370,883 forfeited unvested equity awards and 50,000 Series A preferred shares convertible into 3,109,774 Class A shares.
For what purpose were the ProFrac (ACDC) shares acquired by the reporting persons?
The amendment states the shares listed on Schedule I were acquired for general investment purposes. THRC Holdings used working capital to purchase its shares, while Farris Wilks used personal funds, with both purchases occurring in offerings undertaken by ProFrac.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
ProFrac Holding Corp.
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
74319N100
(CUSIP Number)
Robert Early 17018 IH 20,
Cisco,
TX,
76437 3256601509
Stephen Ferguson 17018 IH 20,
Cisco,
TX,
76437 8178505310
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
08/10/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
THRC Holdings, LP
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
83,209,008.00
8
Shared Voting Power
9
Sole Dispositive Power
83,209,008.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
83,209,008.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
45.0 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 81,343,143 shares of Class A Common Stock of Issuer and (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,865,865 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Dan H. Wilks
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
85,672,155.00
8
Shared Voting Power
1,071,454.00
9
Sole Dispositive Power
85,672,155.00
10
Shared Dispositive Power
1,071,454.00
11
Aggregate amount beneficially owned by each reporting person
86,743,609.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
47.3 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 81,343,143 shares of Class A Common Stock of Issuer and (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,865,865 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC. Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation") owns 3,219,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife, Staci Wilks, are the Trustees of the Foundation. Wilks Brothers LLC, a Texas limited liability company, owns 1,071,454 shares of Class A Common Stock of Issuer. Dan Wilks owns 50% and is a manager of Wilks Brothers.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
THRC Management LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
83,209,008.00
8
Shared Voting Power
9
Sole Dispositive Power
83,209,008.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
83,209,008.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
45.0 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) THRC Holdings owns (i) 81,343,143 shares of Class A Common Stock of Issuer and (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,865,865 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Farris Wilks
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
62,667,956.00
8
Shared Voting Power
2,253,175.00
9
Sole Dispositive Power
4,096,512.00
10
Shared Dispositive Power
60,824,619.00
11
Aggregate amount beneficially owned by each reporting person
64,921,131.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
35.1 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
(1) Farris Wilks owns 4,096,512 shares of Class A Common Stock. FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 7 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,181,714 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks and Jo Ann Wilks each serve as trustees of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust. Wilks Brothers LLC, a Texas limited liability company, owns 1,071,454 shares of Class A Common Stock of Issuer. Farris Wilks owns 50% and is a manager of Wilks Brothers.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
FARJO Holdings LP
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,181,721.00
8
Shared Voting Power
9
Sole Dispositive Power
1,181,721.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
1,181,721.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
0.6 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
(1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 7 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,181,714 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
FARJO MANAGMENT LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,181,721.00
8
Shared Voting Power
9
Sole Dispositive Power
1,181,721.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
1,181,721.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
0.6 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 7 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,181,714 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Farris and Jo Ann Wilks 2022 Family Trust
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
58,571,444.00
8
Shared Voting Power
9
Sole Dispositive Power
58,571,444.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
58,571,444.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
31.7 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks and Jo Ann Wilks each serve as trustees of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Matthew Wilks
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
PF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
2,290,224.00
8
Shared Voting Power
9
Sole Dispositive Power
2,290,224.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
2,290,224.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
1.2 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
(1) Matthew D. Wilks owns 1,788,127 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Vice President of Investments of THRC Holdings and Executive Chairman of the Issuer. JCMWZ, LLC owns 502,097 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Manager of JCMWZ, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Jo Ann Wilks
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
PF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
8
Shared Voting Power
1,181,721.00
9
Sole Dispositive Power
10
Shared Dispositive Power
59,753,165.00
11
Aggregate amount beneficially owned by each reporting person
59,753,165.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
32.3 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
(1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 7 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,181,714 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks and Jo Ann Wilks each serve as trustees of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Heavenly Father's Foundation
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
3,219,733.00
8
Shared Voting Power
9
Sole Dispositive Power
3,219,733.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
3,219,733.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
1.7 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation") owns 3,219,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife, Staci Wilks, are the Trustees of the Foundation.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
CUSIP Number(s):
74319N100
1
Name of reporting person
Wilks Brothers LLC
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,071,454.00
8
Shared Voting Power
9
Sole Dispositive Power
1,071,454.00
10
Shared Dispositive Power
11
Aggregate amount beneficially owned by each reporting person
1,071,454.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
0.6 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) Wilks Brothers LLC, a Texas limited liability company, owns 1,071,454 shares of Class A Common Stock of Issuer. Dan Wilks owns 50% and is a manager of Wilks Brothers. Farris Wilks owns 50% and is a manager of Wilks Brothers.
(2) This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iiI) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Class A common stock, par value $0.01 per share
(b)
Name of Issuer:
ProFrac Holding Corp.
(c)
Address of Issuer's Principal Executive Offices:
333 SHOPS BOULEVARD, SUITE 301, WILLOW PARK,
TEXAS
, 76087.
Item 1 Comment:
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is filed by THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), THRC Management, LLC, a Texas limited liability company ("THRC Management"), FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), Dan Wilks, Farris Wilks, Jo Ann Wilks, the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation"), Wilks Brothers, LLC, a Texas limited liability company ("Wilks Bros."), and Matthew D. Wilks (collectively, the "Reporting Persons") and relates to an aggregate of 150,570,115 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of ProFrac Holding Corp., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 333 Shops Boulevard, Suite 301, Willow Park, TX 76087.
This Amendment No. 12 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 27, 2022, as amended by Amendment No. 1 thereto filed with the SEC on July 7, 2022, Amendment No. 2 thereto filed with the SEC on November 28, 2022, Amendment No. 3 thereto filed with the SEC on January 30, 2023, Amendment No. 4 thereto filed with the SEC on April 26, 2023, Amendment No. 5 thereto filed with the SEC on June 5, 2023, Amendment No. 6 thereto filed with the SEC on May 30, 2024, Amendment No. 7 thereto filed with the SEC on September 30, 2024, Amendment No. 8 thereto filed with the SEC on December 31, 2024, Amendment No. 9 thereto filed with the SEC on March 20, 2025, Amendment No. 10 thereto filed with the SEC on August 14, 2025, and Amendment No. 11 thereto filed with the SEC on June 29, 2026 (collectively, the "Schedule 13D") by the Reporting Persons relating to shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of ProFrac Holding Corp. (the "Issuer").
Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 2.
Identity and Background
(a)
This Schedule 13D is filed by Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, the Farris Trust, Wilks Brothers LLC and the Foundation.
(b)
The business address of Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, the Farris Trust, Farris Wilks, Jo Ann Wilks, and Wilks Brothers is 17018 IH 20, Cisco, TX 76437. The business address of the Foundation is 949 Highway 203, Cisco, TX 76437.
(c)
The principal occupation of each of Dan Wilks, Farris Wilks and Jo Ann Wilks, Matthew D. Wilks is self-employed investor. Matthew D. Wilks also serves as the Executive Chairman of the Issuer. THRC Holdings and FARJO Holdings are limited partnerships. THRC Management is a member-managed limited liability company. FARJO Management is a manager-managed limited liability company. Wilks Brothers is a diversified holding company with several business units. The Farris Trust is an irrevocable trust. The Foundation is a Texas Trust operating as a 501(c)(3) private foundation.
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f)
Each of Matthew D. Wilks, Dan Wilks, Farris Wilks and Jo Ann Wilks is a citizen of the United States of America. THRC Holdings and FARJO Holdings are limited partnerships organized under the laws of the State of Texas. Wilks Brothers, THRC Management and FARJO Management are limited liability companies organized under the laws of the State of Texas. The Farris Trust is an irrevocable trust or ganized under the laws of the State of Texas. The Foundation is a Texas Trust organized under the laws of the State of Texas and operating as a 501(c)(3) private foundation with a principal business office located in Texas.
Item 3.
Source and Amount of Funds or Other Consideration
The source of funds for the purchases of the shares of Class A Common Stock set forth on Schedule I by THRC Holding was working capital funds. Such shares were purchased in an offering undertaken by the Issuer.
The source of funds for the purchase of the shares of Class A Common Stock set forth on Schedule I by Farris Wilks was personal funds. Such shares were purchased in an offering undertaken by the Issuer.
See Item 4 of this Schedule 13D, which information is incorporated herein by reference.
Item 4.
Purpose of Transaction
The shares purchased as shown in Schedule I attached to this filing were acquired for general investment purposes.
Item 5.
Interest in Securities of the Issuer
(a)
In aggregate, the Reporting Persons are the beneficial owners of 153,640,096 shares of Class A Common Stock, representing approximately 83.1% of the Issuer's outstanding shares of Class A Common Stock. This calculation is based on (i) 182,122,762 shares of Class A Common Stock outstanding as of August 3, 2026, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 6, 2026, (ii) less 370,883 shares forfeited unvested equity awards, and (iii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 3,109,774 shares of Class A Common Stock. Dan Wilks, THRC Holdings, THRC Management may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, Dan Wilks, THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by Matthew D. Wilks, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust. THRC Holdings and THRC Management may be deemed to beneficially own the Class A Common Stock held by the Foundation, but each of THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by the Foundation. Matthew D. Wilks may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but Matthew D. Wilks disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. The Foundation may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but the Foundation disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. Wilks Brothers may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but Wilks Brothers disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons.
(b)
The number of shares of Class A Common Stock to which each Reporting Person has sole or shared voting or dispositive power is set forth on such Reporting Person's cover page to this Amendment.
(c)
Except for the transactions set forth on Schedule I, none of the Reporting Persons effected any transaction in the Class A Common Stock in the last sixty days.
(d)
None
(e)
N/A
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
None
Item 7.
Material to be Filed as Exhibits.
Schedule I
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
