ProFrac Holding Corp.

SEC source: 0001104659-25-042788 · tm2513721-1_4seq1.xml · derivative · entry 1

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

ProFrac Holdings II, LLC · CIK 0001918796 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By ProFrac GDM, LLC

Disclosed balance after: 6,000,000

Underlying: Common Stock · 6,000,000 shares

Expires 2032-04-28

F2 · security: On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, PubCo, the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.

F2 · derivative.exercise_price: On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, PubCo, the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.

F3 · derivative.exercise_date: The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.

F3 · derivative.expiration_date: The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.

F3 · balance_after: The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.

F1 · ownership.nature: ProFrac GDM, LLC, a Texas limited liability company ("ProFrac GDM"), directly holds the securities of the Issuer. ProFrac GDM is a wholly owned, indirect subsidiary of ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"). ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holdings is a wholly owned, indirect subsidiary of ProFrac Holding Corp., a Delaware corporation ("PubCo"). As a result, each of ProFrac Holdings II, ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac GDM. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

SEC source: 0000899243-23-006664 · doc4.xml · derivative · entry 3

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

ProFrac Holdings II, LLC · CIK 0001918796 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ProFrac Holdings II, LLC

Disclosed balance after: 25,366,561

Underlying: Common Stock · 25,366,561 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · security: On February 2, 2023, pursuant to a Note Purchase Agreement, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 25,366,561 shares of the Issuer's Common Stock (the "Warrant Shares").

F4 · derivative.exercise_price: The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was prefunded to the Issuer by ProFrac Holdings II and, consequently, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants.

F5 · derivative.exercise_date: All or any part of the Warrants are exercisable by ProFrac Holdings II at any time and from time to time on and or after February 2, 2023, until the Warrants are exercised in full; provided, however, that unless the Issuer has obtained shareholder approval therefor, the number of share of the Issuer's Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the Warrants shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of the Issuer's Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of the Issuer's Common Stock.

F5 · derivative.expiration_date: All or any part of the Warrants are exercisable by ProFrac Holdings II at any time and from time to time on and or after February 2, 2023, until the Warrants are exercised in full; provided, however, that unless the Issuer has obtained shareholder approval therefor, the number of share of the Issuer's Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the Warrants shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of the Issuer's Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of the Issuer's Common Stock.

F1 · ownership.nature: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

SEC source: 0000899243-23-006664 · doc4.xml · derivative · entry 2

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

ProFrac Holdings II, LLC · CIK 0001918796 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ProFrac Holdings II, LLC

Disclosed balance after: 0

Underlying: Common Stock · 25,366,561 shares

Expires 2023-02-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Warrants (as defined below) were issued to ProFrac Holdings II upon maturity of the 10% Convertible PIK Notes.

F1 · ownership.nature: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

SEC source: 0000899243-23-006664 · doc4.xml · nonDerivative · entry 1

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

ProFrac Holdings II, LLC · CIK 0001918796 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ProFrac Holdings II, LLC

Disclosed balance after: 1,500,000

F1 · ownership.nature: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

SEC source: 0000899243-22-029972 · doc4.xml · derivative · entry 1

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

ProFrac Holdings II, LLC · CIK 0001918796 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ProFrac Holdings II, LLC

Disclosed balance after: 13,104,839

Underlying: Common Stock · 13,104,839 shares

Expires not disclosed

F1 · security: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F2 · security: On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares").

F3 · derivative.exercise_price: The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II.

F3 · price: The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II.

F3 · derivative.exercise_date: The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was pre-funded to the Issuer by ProFrac Holdings II and, consequently, except to the extent required to satisfy the condition described in clause (ii) below, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the Warrants or the Warrant Shares unless and until (i) the Issuer has obtained approval from a majority of its shareholders excluding ProFrac Holdings II and its affiliates and (ii) ProFrac Holdings II has paid an additional $4,500,000 to the Issuer; provided, however, that ProFrac Holdings II may exercise the Warrants immediately prior to the sale of the Warrant Shares subject to such exercise to a non-affiliate of ProFrac Holdings II.

F4 · derivative.exercise_date: Subject to the conditions described in footnote 3 above, all or any part of the Warrants are exercisable by its registered holder at any time and from time to time on or after the Closing Date and until the Warrants are exercised in full.

F4 · derivative.expiration_date: Subject to the conditions described in footnote 3 above, all or any part of the Warrants are exercisable by its registered holder at any time and from time to time on or after the Closing Date and until the Warrants are exercised in full.

F1 · ownership.direct: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F2 · ownership.direct: On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares").

F1 · ownership.nature: ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F2 · ownership.nature: On June 21, 2022 (the "Closing Date"), pursuant to a Securities Purchase Agreement between the Issuer and ProFrac Holdings II, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 13,104,839 shares of the Issuer's Common Stock (the "Warrant Shares").

SEC source: 0000899243-22-019116 · doc4.xml · derivative · entry 1

ProFrac Holding Corp. · CIK 0001881487 · 10% owner

ProFrac Holdings, LLC · CIK 0001911179 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By ProFrac Holdings, LLC

Disclosed balance after: 50,000,000

Underlying: Common Stock · 45,950,604 shares

Expires 2023-05-17

F1 · security: ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"), directly holds the securities of the Issuer. ProFrac Holding Corp., a Delaware corporation, as the sole managing member of ProFrac Holdings, has exclusive voting and investment control over the securities of the Issuer held by ProFrac Holdings, and therefore may be deemed to beneficially own such securities.

F2 · security: Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F3 · security: Reflects the acquisition by ProFrac Holdings from the Issuer of $50,000,000 in principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") in connection with the closing of a Securities Purchase Agreement dated as of February 16, 2022 (the "Securities Purchase Agreement").

F4 · derivative.exercise_price: Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on May 17, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with their terms.

F5 · derivative.exercise_price: Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price.

F7 · price: Pursuant to the Securities Purchase Agreement, the Notes were issued to ProFrac Holdings in consideration of the execution and delivery by ProFrac Services, LLC, an indirect subsidiary of ProFrac Holdings ("ProFrac Services"), of an amendment to that certain Chemical Supply Agreement by and between ProFrac Services and Flotek Chemistry, LLC, the Issuer's wholly-owned subsidiary, dated as of February 2, 2022.

F4 · derivative.exercise_date: Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on May 17, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with their terms.

F5 · derivative.exercise_date: Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price.

F4 · derivative.expiration_date: Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on May 17, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with their terms.

F5 · derivative.expiration_date: Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price.

F6 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the Notes if ProFrac Holdings elects to convert the Notes based on the aggregate principal amount of the Notes identified in footnote 3 above, not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above).

F1 · ownership.direct: ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"), directly holds the securities of the Issuer. ProFrac Holding Corp., a Delaware corporation, as the sole managing member of ProFrac Holdings, has exclusive voting and investment control over the securities of the Issuer held by ProFrac Holdings, and therefore may be deemed to beneficially own such securities.

F2 · ownership.direct: Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F3 · ownership.direct: Reflects the acquisition by ProFrac Holdings from the Issuer of $50,000,000 in principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") in connection with the closing of a Securities Purchase Agreement dated as of February 16, 2022 (the "Securities Purchase Agreement").

F1 · ownership.nature: ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"), directly holds the securities of the Issuer. ProFrac Holding Corp., a Delaware corporation, as the sole managing member of ProFrac Holdings, has exclusive voting and investment control over the securities of the Issuer held by ProFrac Holdings, and therefore may be deemed to beneficially own such securities.

F2 · ownership.nature: Each Reporting Person disclaims beneficial ownership of all 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 securities covered by this Form 4.

F3 · ownership.nature: Reflects the acquisition by ProFrac Holdings from the Issuer of $50,000,000 in principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") in connection with the closing of a Securities Purchase Agreement dated as of February 16, 2022 (the "Securities Purchase Agreement").