10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41388

ProFrac Holding Corp.

(Exact Name of Registrant as Specified in its Charter)


Delaware		87-2424964
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
333 Shops Boulevard, Suite 301, Willow Park, Texas		76087
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (254) 776-3722

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	ACDC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☑
Non-accelerated filer	☐	Smaller reporting company	☑
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes ☑No

As of August 4, 2025, the registrant had 160,280,185 shares of Class A common stock outstanding.

TABLE OF CONTENTS


		Page
Cautionary Note Regarding Forward-Looking Statements		3
PART I
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
SIGNATURES		37

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains certain “forward-looking statements” within the meaning of in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:

•

our business strategy and future growth prospects;

•

our industry;

•

integration of acquired businesses;

•

our future profitability, cash flows and liquidity;

•

our financial strategy, budget, projections and operating results;

•

the amount, nature and timing of our capital expenditures and the impact of such expenditures on our performance;

•

the availability and terms of capital;

•

our exploration, development and production activities;

•

the market for our existing and future products and services;

•

competition and government regulations; and

•

general economic conditions.

These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective,” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

•

our ability to finance, consummate, integrate and realize the benefits expected from our past or future acquisitions, including any related synergies;

•

uncertainty regarding the timing, pace and extent of economic growth in the United States and elsewhere, which in turn may affect demand for crude oil and natural gas and the demand for our services;

•

the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, natural gas liquids and other hydrocarbons;

•

a further decline or future decline in domestic spending by the onshore oil and natural gas industry;

•

actions by members of the Organization of Petroleum Exporting Countries, Russia and other oil-producing countries with respect to oil production levels and announcements of potential changes in such levels;

•

the political environment in oil and natural gas producing regions, including uncertainty or instability resulting from civil disorder, terrorism or war, such as the ongoing war between Russia and Ukraine, the war between Israel and Hamas, and the global response to such hostilities, which may negatively impact our operating results;

•

changes in general economic and geopolitical conditions, including any impacts from inflation and tariffs;

•

competitive conditions in our industry;

•

changes in the long-term supply of and demand for oil and natural gas;

•

actions taken by our customers, competitors and third-party operators;

•

technological advances affecting energy consumption;

•

a decline in demand for proppant;

•

our ability as well as the ability of our customers to obtain permits, approvals and authorizations from governmental and third parties, and the effects of or changes to U.S. government regulation;

•

changes in the availability and cost of capital;

•

inflationary factors, such as increases in labor costs, material costs and overhead costs;

•

large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

•

the effects of consolidation on our customers or competitors;

•

the price and availability of debt and equity financing, including changes in interest rates;

•

our ability to complete growth projects on time and on budget;

•

introduction of new drilling or completion techniques, or services using new technologies subject to patent or other intellectual property protections;

•

operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•

acts of terrorism, war or political or civil unrest in the United States or elsewhere;

•

loss or corruption of our information or a cyberattack on our computer systems;

•

the price and availability of alternative fuels and energy sources;

•

risks relating to launching new businesses;

•

federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate the industry;

•

the availability of water resources, suitable proppant and chemicals in sufficient quantities for use in hydraulic fracturing fluids;

•

the effects of existing and future laws and governmental regulations (or the interpretation thereof) on us and our customers;

•

the severity and duration of widespread health events and related economic repercussions on the oil and gas industry and on demand for oil and gas; and

•

the effects of future litigation.

These forward-looking statements speak only as of the date they were made and, except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements because of new information, future events or other factors. All of our forward-looking information involves risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of the risk factors identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report").

PART I

ITEM 1. FINANCIAL STATEMENTS

ProFrac Holding Corp.

Condensed Consolidated Balance Sheets

(in millions, except per share amounts or where otherwise noted)

(Unaudited)


	June 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	26.0		$	14.8
Accounts receivable, net		333.8			312.7
Accounts receivable — related party, net		18.9			16.1
Inventories		180.9			201.1
Prepaid expenses and other current assets		20.7			29.4
Total current assets		580.3			574.1
Property, plant, and equipment (net of accumulated depreciation of $1,450.2 and $1,312.4, respectively)		1,636.0			1,761.2
Operating lease right-of-use assets, net		138.0			158.6
Goodwill		301.3			302.0
Intangible assets, net		129.9			148.9
Other assets		45.2			43.3
Total assets	$	2,830.7		$	2,988.1
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	335.8		$	324.3
Accounts payable — related party		30.0			18.1
Accrued expenses		77.0			67.2
Current portion of long-term debt		131.0			159.6
Current portion of long-term debt— related party		5.0			5.0
Current portion of operating lease liabilities		26.7			26.0
Other current liabilities		33.0			56.6
Other current liabilities — related party		1.6			3.2
Total current liabilities		640.1			660.0
Long-term debt		941.9			936.1
Long-term debt — related party		6.3			8.3
Operating lease liabilities		116.6			137.1
Deferred tax liabilities		14.8			14.9
Tax receivable agreement liability		82.9			82.9
Other liabilities		9.8			9.2
Total liabilities		1,812.4			1,848.5
Commitments and contingencies (NOTE 9)
Mezzanine equity:
Series A redeemable convertible preferred stock, $0.01 par value, 50 thousand shares authorized, issued and outstanding		66.1			63.5
Stockholders' equity:
Preferred stock, $0.01 par value, 50.0 shares authorized, no shares issued and outstanding		—			—
Class A common stock, $0.01 par value, 600.0 shares authorized, 160.2 and 160.2 shares issued and outstanding, respectively		1.5			1.5
Class B common stock, $0.01 par value, 400.0 shares authorized, no shares issued and outstanding		—			—
Additional paid-in capital		1,235.9			1,241.2
Accumulated deficit		(361.9	)		(235.9	)
Accumulated other comprehensive income		—			0.1
Total stockholders' equity attributable to ProFrac Holding Corp.		875.5			1,006.9
Noncontrolling interests		76.7			69.2
Total stockholders' equity		952.2			1,076.1
Total liabilities, mezzanine equity, and stockholders' equity	$	2,830.7		$	2,988.1

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Condensed Consolidated Statements of Operations

(in millions, except per share amounts)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenues:
Services	$	432.0		$	492.9		$	955.9		$	998.3
Product sales		69.9			86.5			146.3			162.6
Total revenues		501.9			579.4			1,102.2			1,160.9

Operating costs and expenses:
Cost of revenues, exclusive of depreciation, depletion and amortization		374.7			393.1			794.1			766.8
Selling, general, and administrative		51.4			54.1			105.0			104.7
Depreciation, depletion and amortization		104.7			103.4			210.7			216.2
Acquisition and integration costs		0.1			2.9			0.2			3.1
Goodwill impairment		—			67.7			—			67.7
Other operating expense, net		25.3			7.4			30.5			11.7
Total operating costs and expenses		556.2			628.6			1,140.5			1,170.2

Operating loss		(54.3	)		(49.2	)		(38.3	)		(9.3	)

Other income (expense):
Interest expense, net		(35.1	)		(39.6	)		(71.0	)		(77.2	)
Loss on extinguishment of debt		—			—			—			(0.8	)
Other income (expense), net		(9.7	)		(0.5	)		(4.9	)		1.3
Loss before income taxes		(99.1	)		(89.3	)		(114.2	)		(86.0	)
Income tax benefit (expense)		(4.4	)		23.7			(4.7	)		23.4
Net loss		(103.5	)		(65.6	)		(118.9	)		(62.6	)
Less: net income attributable to noncontrolling interests		(2.4	)		(1.1	)		(4.5	)		(2.3	)
Net loss attributable to ProFrac Holding Corp.	$	(105.9	)	$	(66.7	)	$	(123.4	)	$	(64.9	)
Net loss attributable to Class A common shareholders	$	(107.2	)	$	(67.9	)	$	(126.0	)	$	(67.3	)

Loss per Class A common share (basic and diluted)	$	(0.67	)	$	(0.42	)	$	(0.79	)	$	(0.42	)

Weighted average Class A common shares outstanding:
Basic		160.2			160.0			160.2			159.7
Diluted		160.2			160.0			160.2			159.7

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net loss	$	(103.5	)	$	(65.6	)	$	(118.9	)	$	(62.6	)
Other comprehensive income:
Foreign currency translation adjustments		—			0.4			0.1			0.4
Comprehensive loss		(103.5	)		(65.2	)		(118.8	)		(62.2	)
Less: comprehensive (income) loss attributable to noncontrolling interest		(2.4	)		(1.6	)		(4.5	)		(2.8	)
Comprehensive loss attributable to ProFrac Holding Corp.	$	(105.9	)	$	(66.8	)	$	(123.3	)	$	(65.0	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Condensed Consolidated Statements of Changes in Equity

(in millions)

(Unaudited)


	Class A Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Noncontrolling			Total Stockholders'
	Shares			Amount		Capital			Deficit			Income			Interests			Equity
Balance, December 31, 2024		160.2		$	1.5	$	1,241.2		$	(235.9	)	$	0.1		$	69.2		$	1,076.1
Net income (loss)		—			—		—			(17.5	)		—			2.1			(15.4	)
Stock-based compensation		—			—		0.9			—			—			0.2			1.1
Class A shares issued for vested stock awards		0.1			—		—			—			—			—			—
Cash settlement of vested stock awards		(0.1	)		—		(1.0	)		—			—			—			(1.0	)
Foreign currency translation adjustments		—			—		—			—			0.1			—			0.1
Purchase of noncontrolling interest		—			—		—			—			—			(0.3	)		(0.3	)
Adjustment of convertible preferred stock to redemption amount		—			—		—			(1.3	)		—			—			(1.3	)
Balance, March 31, 2025		160.2		$	1.5	$	1,241.1		$	(254.7	)	$	0.2		$	71.2		$	1,059.3
Net income (loss)		—			—		—			(105.9	)		—			2.4			(103.5	)
Stock-based compensation		—			—		0.5			—			—			0.3			0.8
Class A shares issued for vested stock awards		0.1			—		—			—			—			—			—
Cash settlement of vested stock awards		(0.1	)		—		(0.2	)		—			—			—			(0.2	)
Change in Flotek noncontrolling interest		—			—		(5.9	)		—			—			5.9			—
Change in other noncontrolling interest		—			—		0.4			—			—			(3.1	)		(2.7	)
Transfer of foreign currency translation of disposed subsidiary		—			—		—			—			(0.2	)		—			(0.2	)
Adjustment of convertible preferred stock to redemption amount		—			—		—			(1.3	)		—			—			(1.3	)
Balance, June 30, 2025		160.2		$	1.5	$	1,235.9		$	(361.9	)	$	—		$	76.7		$	952.2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Condensed Consolidated Statements of Changes in Equity (continued)

(in millions)

(Unaudited)


	Class A Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Noncontrolling		Total Stockholders'
	Shares			Amount		Capital			Deficit			Income			Interests		Equity
Balance, December 31, 2023		159.4		$	1.5	$	1,225.4		$	(16.0	)	$	0.3		$	58.7		1,269.9
Net income		—			—		—			1.8			—			1.2		3.0
Stock-based compensation		—			—		1.9			—			—			0.2		2.1
Tax withholding related to net share settlement of equity awards		—			—		(0.1	)		—			—			—		(0.1	)
Share issuance		0.2			—		—			—			—			—		—
Adjustment of convertible preferred stock to redemption amount		—			—		—			(1.2	)		—			—		(1.2	)
Balance, March 31, 2024		159.6		$	1.5	$	1,227.2		$	(15.4	)	$	0.3		$	60.1	$	1,273.7
Net income (loss)		—			—		—			(66.7	)		—			1.1		(65.6	)
Stock-based compensation		—					2.8			—			—			0.1		2.9
Class A shares issued for vested stock awards		0.8			—		—			—			—			—		—
Tax withholding related to net share settlement of equity awards		(0.2	)		—		(1.4	)		—			—			—		(1.4	)
Foreign currency translation adjustments		—			—		—			—			(0.1	)		0.5		0.4
Adjustment of Series A redeemable convertible preferred stock to redemption amount		—			—		—			(1.2	)		—			—		(1.2	)
Noncontrolling interest of acquired business		—			—		—			—			—			2.2		2.2
Balance, June 30, 2024		160.2		$	1.5	$	1,228.6		$	(83.3	)	$	0.2		$	64.0	$	1,211.0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Condensed Consolidated Statements of Cash Flows

(in millions)

(Unaudited)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(118.9	)	$	(62.6	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		210.7			216.2
Amortization of acquired unfavorable contracts		(7.6	)		(27.4	)
Stock-based compensation — equity classified		1.9			5.0
Gain on insurance recoveries		—			(3.2	)
Loss (gain) on disposal of assets, net		8.6			(1.1	)
Non-cash loss on extinguishment of debt		—			0.8
Amortization of debt issuance costs		6.0			7.6
Loss (gain) on investments, net		6.8			(0.2	)
Provision for credit losses, net of recoveries		12.8			—
Goodwill impairment		—			67.7
Deferred tax benefit		—			(27.2	)
Other non-cash items, net		0.2			—
Changes in operating assets and liabilities:
Accounts receivable		(38.0	)		(6.0	)
Inventories		9.9			6.9
Prepaid expenses and other assets		4.7			13.6
Accounts payable		47.2			(10.1	)
Accrued expenses		5.6			25.7
Other liabilities		(10.8	)		(13.1	)
Net cash provided by operating activities		139.1			192.6

Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(194.4	)
Investment in property, plant & equipment		(99.0	)		(121.8	)
Proceeds from sale of assets		0.7			29.0
Proceeds from insurance recoveries		—			4.4
Other		0.4			(2.0	)
Net cash used in investing activities		(97.9	)		(284.8	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		21.6			120.9
Repayments of long-term debt		(71.9	)		(55.6	)
Borrowings from revolving credit agreements		916.7			1,034.2
Repayments of revolving credit agreements		(894.4	)		(1,003.7	)
Payment of debt issuance costs		(0.4	)		(3.4	)
Cash settlement of vested stock awards		(1.2	)		—
Tax withholding related to net share settlement of equity awards		—			(1.5	)
Other		(0.4	)		—
Net cash provided by (used in) financing activities		(30.0	)		90.9

Net increase (decrease) in cash, cash equivalents, and restricted cash		11.2			(1.3	)
Cash, cash equivalents, and restricted cash beginning of period		14.8			25.3
Cash, cash equivalents, and restricted cash end of period	$	26.0		$	24.0

Non-cash investing and financing activities
Capital expenditures included in accounts payable	$	10.6		$	44.2
Operating lease liabilities incurred from obtaining right-of-use assets	$	0.8		$	26.9
Finance lease liabilities incurred from obtaining property, plant & equipment	$	0.5		$	9.3

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(Amounts in millions, except per share amounts, or where otherwise noted)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

ProFrac Holding Corp. ("ProFrac Corp.") and its consolidated subsidiaries, including ProFrac Holdings, LLC (“ProFrac LLC”), is a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources.

ProFrac Corp. operates in three business segments: Stimulation Services, Proppant Production and Manufacturing. Our Stimulation Services segment owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells highly engineered, tight tolerance machined, assembled, and factory tested products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends.

Mr. Dan Wilks and Mr. Farris Wilks are brothers and are the founders and principal stockholders of the Company. Their sons, Mr. Matthew D. Wilks and Mr. Johnathan Ladd Wilks are the Company’s Executive Chairman and Chief Executive Officer, respectively. In the normal course of business, we enter into transactions with related parties where Mr. Dan Wilks and Mr. Farris Wilks and entities owned by or affiliated with them (collectively, the "Wilks Parties") hold a controlling financial interest. Under Nasdaq rules and the Company’s Related Party Transactions Policy, our Audit Committee is responsible for reviewing all related party transactions. Under the policy, potential related party transactions are subject to approval by the Audit Committee in advance or, in certain circumstances, ratification by the Audit Committee, in each case if such transactions satisfy the terms and conditions set forth in the policy. See "Note 13. Related Party Transactions" for further information.

Basis of Presentation

The unaudited condensed consolidated financial statements presented herein include the accounts of ProFrac Corp. and those of its subsidiaries that are wholly owned, controlled by it or a variable interest entity ("VIE") where it is the primary beneficiary. Unless the context requires otherwise, the use of the terms "Company," "we," "us," "our" or "ours" in these notes to the unaudited condensed consolidated financial statements refer to ProFrac Corp., together with its consolidated subsidiaries.

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair statement of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in Item 8 "Financial Statements and Supplementary Data" of our Annual Report.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Concentrations of Risk

Our business activities are concentrated in the well completion services segment of the oilfield services industry in the United States. The market for these services is cyclical, and we depend on the willingness of our customers to make operating and capital expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of our customers to undertake these activities depends largely upon prevailing industry conditions that are predominantly influenced by current and expected prices for oil and natural gas. Historically, a low commodity-price environment has caused our customers to significantly reduce their hydraulic fracturing activities and the prices they are willing to pay for those services. During such periods, these customer actions materially adversely affected our business, financial condition and results of operations.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

Recently Adopted Accounting Standards

The Company has adopted FASB ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective retrospectively for the fiscal year ended December 31, 2024, and interim reporting period starting the first quarter of 2025. This ASU enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. As a result of this adoption, the Company's segment disclosure now includes significant expense categories. The Company's primary segment measure remains unchanged. See “Note 12. Business Segments” for the enhanced disclosures associated with the adoption of this ASU.

Recently Issued Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. This ASU provides for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which enhances the disclosures for certain expense captions in the Company's annual and interim consolidated financial statements. This ASU is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures.

2. SUPPLEMENTAL BALANCE SHEET INFORMATION

Inventories

Inventories are comprised of the following:


	June 30, 2025		December 31, 2024
Raw materials and supplies	$	7.2	$	16.2
Work in process		18.0		19.7
Finished products and parts		155.7		165.2
Total	$	180.9	$	201.1

Accrued Expenses

Accrued expenses are comprised of the following:


	June 30, 2025		December 31, 2024
Employee compensation and benefits	$	30.4	$	22.9
Sales, use, and property taxes		15.5		21.0
Insurance		15.7		13.2
Interest		7.4		6.1
Income taxes		4.8		1.9
Other		3.2		2.1
Total accrued expenses	$	77.0	$	67.2

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

Other Current Liabilities

Other current liabilities are comprised of the following:


	June 30, 2025		December 31, 2024
Acquired unfavorable contracts	$	—	$	7.6
Accrued supply commitment charges		12.6		12.6
Munger make-whole liability		—		8.6
Accrued legal contingencies		5.5		7.1
Deferred revenue		1.4		7.4
Tax receivable agreement obligation		3.4		3.3
Other		10.1		10.0
Total other current liabilities	$	33.0	$	56.6

3. BUSINESS COMBINATIONS AND DISPOSITIONS

2025 Disposition

In June 2025, we disposed of our EKU Power Drives subsidiary in our Manufacturing Segment. We recorded a loss of $10.5 million in connection with this disposal, which was classified as other income and expense, net on our consolidated statements of operations. Total assets decreased approximately $40 million and total liabilities decreased approximately $29 million on our condensed consolidated balance sheet as of June 30, 2025, as a result of this disposal. This disposal will not have a major effect on our future operations and financial results.

2024 Acquisitions

In April 2024, we acquired all of the remaining equity interests of Basin Production and Completion LLC (“BPC”). BPC is the parent company of FHE USA LLC, which manufactures equipment used in the hydraulic fracturing industry. The total purchase consideration was $39.8 million, consisting of cash consideration of $14.9 million and our pre-existing equity investment of $24.9 million. BPC is included in our Manufacturing reportable segment.

In June 2024, we acquired 100% of the issued and outstanding capital stock of Advanced Stimulation Technologies, Inc. (“AST”), a pressure pumping services provider serving the Permian Basin, for total purchase consideration of $174.0 million in cash. AST is included in our Stimulation Services reportable segment.

In June 2024, we acquired 100% of the issued and outstanding common stock of NRG Manufacturing, Inc., which manufactures equipment used in the hydraulic fracturing industry, and its affiliate, AMI US Holdings, Inc., which develops commercial software used in hydraulic fracturing industry (collectively “NRG”), for total purchase consideration of $6.0 million in cash. NRG is included in our Manufacturing reportable segment.

The following table reflects pro forma revenues and net income or loss for the three and six months ended June 30, 2024 as if our 2024 acquisitions had taken place on January 1, 2023. These unaudited pro forma amounts are not necessarily indicative of results that would have actually been obtained during the periods presented or that may be obtained in the future.


	Three Months Ended June 30,			Six Months Ended June 30,
	2024			2024
Revenues	$	643.1		$	1,324.9
Net loss	$	(69.4	)	$	(64.6	)

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

4. DEBT

Debt is comprised of the following:


	June 30, 2025			December 31, 2024
ProFrac Holding Corp.:
2029 Senior Notes	$	568.5		$	584.2
2022 ABL Credit Facility		163.7			139.8
Equify Notes (1)		11.2			13.3
Finance lease obligations		5.2			6.3
Other		1.2			8.0
ProFrac Holding Corp. principal amount		749.8			751.6
Less: unamortized debt discounts, premiums, and issuance costs		(13.5	)		(15.0	)
Less: current portion of long-term debt		(82.2	)		(87.5	)
ProFrac Holding Corp. long-term debt, net		654.1			649.1

Alpine Subsidiary:
Alpine 2023 Term Loan		330.0			350.0
Other		1.0			0.8
Finance lease obligations		4.2			7.2
Alpine principal amount		335.2			358.0
Less: unamortized debt discounts, premiums, and issuance costs		(11.9	)		(14.5	)
Less: current portion of long-term debt		(44.4	)		(65.5	)
Alpine long-term debt, net		278.9			278.0

Flotek Subsidiary:
Flotek ABL credit facility		5.1			4.7
Finance lease obligations		0.4
Flotek other		—			0.1
Flotek principal amount		5.5			4.8
Less: current portion of long-term debt		(5.2	)		(4.8	)
Flotek long-term debt, net		0.3			—

Other Subsidiaries:
Revolving credit facility		3.6			5.4
Finance lease obligations		6.2			6.4
Other		9.7			12.7
Other subsidiaries principal amount		19.5			24.5
Less: unamortized debt discounts, premiums, and issuance costs		(0.4	)		(0.4	)
Less: current portion of long-term debt		(4.2	)		(6.8	)
Other subsidiaries long-term debt, net		14.9			17.3

Consolidated:
Total principal amount		1,110.0			1,138.9
Less: unamortized debt discounts, premiums, and issuance costs		(25.8	)		(29.9	)
Less: current portion of long-term debt		(136.0	)		(164.6	)
Total long-term debt, net	$	948.2		$	944.4

(1)

Related party debt agreements.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

Senior Secured Notes Due 2029

On June 30, 2025, ProFrac Holdings II, LLC, a Texas limited liability company and an indirect wholly-owned subsidiary of ProFrac Holding Corp., entered into a purchase agreement with Beal Bank USA and Wilks Brothers, LLC, which is a Wilks Party, pursuant to which ProFrac Holdings II, LLC has agreed to issue and sell $60.0 million aggregate principal amount of its Senior Secured Floating Rate Notes due 2029 in a private placement. An aggregate of $20.0 million of new notes was purchased by Wilks Brothers, LLC on June 30, 2025. ProFrac Holdings II, LLC has obtained two commitments to purchase an additional $40.0 million aggregate principal amount of new notes, at the Company's option, in the second half of 2025. The first commitment is for $20.0 million aggregate principal amount of new notes to be purchased by Wilks Brothers, LLC and Beal Bank, USA on September 30, 2025, and the second commitment is for $20.0 million aggregate principal amount of new notes to be purchased by Beal Bank, USA on December 15, 2025. ProFrac Holdings II, LLC has the option to defer the September 30, 2025 issuance to December 15, 2025 or to cancel such additional issuances. Such additional issuances are subject to certain customary closing conditions.

These new notes were, and will be, issued as additional notes pursuant to the original indenture, dated as of December 27, 2023, as supplemented. These new notes and the notes previously issued under the indenture will be treated as a single series of securities under the indenture and the new notes will have substantially identical terms, other than the issue date, issue price and first payment date, as the existing notes and be secured by a security interest in the same collateral. The net proceeds from the issuance of the new notes will be used to fund capital expenditures with any remaining proceeds used for general corporate purposes.

Alpine 2023 Term Loan

On June 26, 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by an adjusted EBITDA calculation. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2027.

2022 ABL Credit Facility

As of June 30, 2025, the maximum availability under the ABL Credit Facility was limited to our eligible borrowing base of $264.0 million with $163.7 million of borrowings outstanding and $13.0 million of letters of credit outstanding, resulting in approximately $87.3 million of remaining availability.

Debt Compliance

Both the 2029 Senior Notes and the ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of June 30, 2025, we were in compliance with these covenants and expect to be compliant for at least the next twelve months.

The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2027, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.

Restricted Assets

Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 12. Business Segments” for certain financial information for Alpine, which comprises our Proppant Production segment.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

5. REVENUE FROM CONTRACTS WITH CUSTOMERS

We believe that disaggregating our revenue by reportable segment in "Note 12. Business Segments" provides the information necessary to understand the nature, amount, timing and uncertainty of our revenues and cash flows.

Contract Balances with Customers

Our contract assets are included in “Accounts receivable” in our unaudited condensed consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered.

Our current and non-current contract liabilities are included in “Other current liabilities” and “Other liabilities,” respectively, in our unaudited condensed consolidated balance sheets. Our contract liabilities consist of deferred revenues from advance consideration received from customers related to future performance of service or delivery of products and off-market contract liabilities from unfavorable contracts recognized in connection with our business acquisitions in the Proppant Production segment.

In the accounting for prior business combinations, we recorded off-market contract liabilities. During the three and six months ended June 30, 2025 we recorded amortization of $1.9 million and $7.6 million, respectively, related to these contract liabilities as revenue compared with $10.9 million and $27.4 million in the respective periods last year. As of June 30, 2025, our off-market contract liabilities were zero.

Performance Obligations

Certain of our Proppant Production contracts contain multiple performance obligations to provide a minimum quantity of proppant products to our customers in future periods. For these contracts, the transaction price is allocated to each performance obligation at estimated selling prices and we recognize revenue as we satisfy these performance obligations. As of June 30, 2025, the aggregate amount of transaction price allocated to unsatisfied performance obligations was $24.3 million, and we expect to perform these obligations and recognize revenue of $9.3 million for the remainder of 2025, $11.3 million in 2026, and $3.7 million in 2027.

We have elected the practical expedient permitting the exclusion of disclosing the value of unsatisfied performance obligations for Stimulation Services and Manufacturing contracts as these contracts have original contract terms of one year or less or we have the right to invoice for services performed.

6. OTHER OPERATING EXPENSE, NET

Other operating expense, net is comprised of the following:


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
Litigation expenses and accruals for legal contingencies	$	2.8	$	9.2		$	4.4	$	14.0
Provision for credit losses, net of recoveries		12.8		—		$	12.8	$	—
Gain on insurance recoveries		—		(3.2	)		—		(3.2	)
Transaction costs		3.3		—			3.5		—
Lease termination		0.8		—			0.8		—
Severance charges		0.4		1.1			0.4		1.8
(Gain) loss on disposal of assets		5.2		0.3			8.6		(1.1	)
Supply commitment charge		—		—			—		0.2
Total	$	25.3	$	7.4		$	30.5	$	11.7

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

presented, substantially all of these costs represent litigation costs incurred in connection with certain patent infringement lawsuits.

Provision for credit losses primarily related to a revised estimate of the payments to be received from an insolvent customer.

The transaction costs for the three and six months ended June 30, 2025 represent legal and professional fees incurred for strategic initiatives.

Severance charges relate to the departure of certain highly-compensated employees.

(Gain) loss on disposal of assets, net consists of gains and losses on the sale of excess property, early equipment disposals and other asset dispositions.

Supply commitment charges for the three and six months ended June 30, 2024, represent charges related to contractual inventory purchase commitments to certain proppant suppliers.

7. INCOME TAXES

We record income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets and changes to actual or forecasted permanent book to tax differences. Our effective tax rate for the six months ended June 30, 2025 was negative 4.1%, compared with 27.2% in the same period in 2024.

For the six months ended June 30, 2025, our income tax provision included a discrete expense of approximately $4 million related to a book-tax difference on the sale of certain gas conditioning equipment to Flotek. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.

For the six months ended June 30, 2024, our income tax provision included a discrete benefit of $27.4 million related to the release of a portion of the valuation allowance on our net deferred tax assets. This discrete item was caused by the assumption of a $27.4 million deferred tax liability in our acquisition of AST, which made it more likely than not that we would be able to utilize a corresponding amount of our deferred tax assets. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA contains, among other provisions, certain changes to U.S. federal income tax laws. The accounting for changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. As such, we will continue to evaluate this legislation and will record any related adjustments in the third quarter of 2025. We believe that the effects of this legislation will be immaterial to our unaudited condensed consolidated financial statements due to the valuation allowance on our net deferred tax assets.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

8. EARNINGS PER SHARE

The calculation of earnings per share ("EPS") for our Class A common stock is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Numerator:
Net loss attributable to ProFrac Holding Corp.	$	(105.9	)	$	(66.7	)	$	(123.4	)	$	(64.9	)
Adjust Series A redeemable convertible preferred stock to its maximum redemption value		(1.3	)		(1.2	)		(2.6	)		(2.4	)
Net income (loss) used for basic and diluted earnings per Class A common share	$	(107.2	)	$	(67.9	)	$	(126.0	)	$	(67.3	)

Denominator:
Weighted average Class A common shares		160.2			160.0			160.2			159.7
Dilutive potential of employee restricted stock units		—			—			—			—
Weighted average Class A common shares — diluted		160.2			160.0			160.2			159.7

Basic and diluted earnings per Class A common share	$	(0.67	)	$	(0.42	)	$	(0.79	)	$	(0.42	)

Antidilutive shares:
Common stock equivalents related to Preferred Stock		2.9			2.7			2.8			2.6
Employee restricted stock units which are antidilutive due to net loss position		—			0.1			—			0.2
Total antidilutive shares		2.9			2.8			2.8			2.8

The dilutive potential of employee restricted stock units is calculated using the treasury stock method. The dilutive potential of our Series A redeemable convertible preferred stock, par value $0.01 per share (the "Preferred Stock"), is calculated using the if-converted method.

9. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of June 30, 2025, we had purchase commitments of $30.9 million in 2025 for hydraulic fracturing equipment components.

Litigation

In the ordinary course of business, we are the subject of, or party to a number of pending or threatened legal actions and administrative proceedings. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.

We estimate and provide for potential losses that may arise out of legal proceedings and claims to the extent that such losses are probable and can be reasonably estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different from these estimates. When preparing our estimates, we consider, among other factors, the progress of each legal proceeding and claim, our experience and the experience of others in similar legal proceedings and claims, and the opinions and views of legal counsel. Legal costs related to litigation contingencies are expensed as incurred.

10. VARIABLE INTEREST ENTITY

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

Through a contractual relationship, we have the power to appoint directors to the board of directors of Flotek Industries, Inc. ("Flotek"). Because we have this power through a contract and not through our direct equity interest in Flotek, Flotek meets the definition of a variable interest entity ("VIE"). Furthermore, we are the primary beneficiary of the VIE due to our ability to appoint four of seven directors to Flotek’s board of directors. Accordingly, we have consolidated the operating results, assets and liabilities of Flotek. As of June 30, 2025, we owned 50.4% of Flotek's outstanding common stock.

As of June 30, 2025 and December 31, 2024, $78.2 million and $60.9 million, respectively, of Flotek's assets and $52.9 million and $56.2 million, respectively, of Flotek's liabilities are included in our unaudited condensed consolidated balance sheets. These amounts are exclusive of goodwill and are after intercompany eliminations. The assets of Flotek can only be used to settle its obligations and the creditors of Flotek have no recourse to our assets. Our exposure to Flotek is generally limited to the carrying value of our equity and variable interest.

11. FAIR VALUE MEASUREMENTS

Recurring Measurements

Our liabilities measured at fair value on a recurring basis consist of the following:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3
June 30, 2025:
Liabilities — Munger make-whole provision	$	—	$	—	$	—

December 31, 2024:
Liabilities — Munger make-whole provision	$	—	$	—	$	8.6

The fair value of the Munger make-whole provision was estimated using a Black-Scholes model as of December 31, 2024. The significant unobservable inputs used in the fair value measurement are the risk-free rate and volatility.

The following is a reconciliation of our recurring Level 3 fair value measurements:


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025			2024
Net asset (liability) balance at beginning of period	$	—	$	17.1		$	(8.6	)	$	15.9
Transfer of investment in BPC to acquisition purchase consideration		—		(24.9	)		—			(24.9	)
Change in fair value of Level 3 fair value measurements		—		(1.0	)		3.7			0.2
Munger liability settled in cash		—		—			4.9			—
Net asset (liability) balance at end of period	$	—	$	(8.8	)	$	—		$	(8.8	)

Financial Instruments

The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, certain investments, accounts payable, accrued expenses and long-term debt.

The carrying amounts of our financial instruments other than long-term debt approximate fair value because of the short-term nature of the items. The carrying amounts of our floating rate debt approximate fair value due to their variable interest rates. The fair value of our fixed rate debt, classified as Level 2 in the fair value hierarchy, also approximated its carrying value.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

12. BUSINESS SEGMENTS

The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker ("CODM"), who is our Executive Chairman, in deciding how to allocate resources and assess performance. Our CODM manages our business segments primarily by the type of product or services provided. We have three reportable segments which we operate within the United States of America: Stimulation Services, Proppant Production and Manufacturing. Amounts in the other category reflect our business activities that are not separately reportable, which primarily includes Flotek for the periods presented. Other business activities also include Livewire Power, LLC (“Livewire”), which we launched in the fourth quarter of 2024. Livewire enables onsite power generation services for oilfield and non-oilfield customers that require off-grid power solutions.

The CODM assesses the performance of the segments based on segment adjusted EBITDA, which is defined as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, gain (loss) on extinguishment of debt, gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges, goodwill impairments, gains on insurance recoveries, transaction costs, third-party supply commitment charges, lease termination costs and impairments of long-lived assets.

We account for intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

Summarized financial information for our reportable segments is as follows:



	Stimulation Services			Proppant Production		Manufacturing		Other			Eliminations			Total
Three Months Ended June 30, 2025:
Revenue
External customers — services	$	432.0		$	—	$	—	$	—		$	—		$	432.0
External customers — product sales (1)		—			32.3		12.5		25.1			—			69.9
Intercompany (2)		—			45.2		43.3		39.9			(128.4	)		—
Total Revenue	$	432.0		$	77.5	$	55.8	$	65.0		$	(128.4	)	$	501.9
Cost of revenues, exclusive of depreciation, depletion, and amortization		350.2			57.6		43.6		48.7			(125.4	)		374.7
Selling, general and administrative, excluding stock-based compensation		31.3			5.1		4.9		8.1			—			49.4
Other expense (income)		(0.6	)		—		—		(0.2	)		—			(0.8	)
Adjusted EBITDA (3)	$	51.1		$	14.8	$	7.3	$	8.4		$	(3.0	)	$	78.6
Depreciation, depletion and amortization		82.0			19.7		3.9		0.6			(1.5	)		104.7
Investment in property, plant & equipment		34.0			7.8		0.1		12.9			(8.3	)		46.5

Three Months Ended June 30, 2024:
Revenue
External customers — services	$	492.9		$	—	$	—	$	—		$	—		$	492.9
External customers — product sales (1)		—			53.7		14.6		18.2			—			86.5
Intercompany (2)		12.7			15.8		41.3		29.4			(99.2	)		—
Total Revenue	$	505.6		$	69.5	$	55.9	$	47.6		$	(99.2	)	$	579.4
Cost of revenues, exclusive of depreciation, depletion, and amortization		367.7			37.0		49.0		36.7			(97.3	)		393.1
Selling, general and administrative, excluding stock-based compensation		31.2			6.7		6.8		6.5			—			51.2
Other expense (income)		(0.6	)		0.1		—		—			—			(0.5	)
Adjusted EBITDA (3)	$	107.3		$	25.7	$	0.1	$	4.4		$	(1.9	)	$	135.6
Depreciation, depletion and amortization		77.6			21.6		3.8		0.7			(0.3	)		103.4
Investment in property, plant & equipment		50.0			4.9		7.0		—			—			61.9

As of June 30, 2025:
Cash and cash equivalents	$	16.2		$	1.4	$	3.4	$	5.0		$	—		$	26.0
Total current assets		500.1			70.4		284.4		82.6			(357.2	)		580.3
Property, plant, and equipment, net (4)		762.6			791.6		49.0		46.7			(13.9	)		1,636.0
Total assets		2,946.6			886.6		440.2		254.0			(1,696.7	)		2,830.7
Current portion of long-term debt		82.2			44.4		4.2		5.2			—			136.0
Long-term debt		654.1			278.9		14.9		40.3			(40.0	)		948.2
Total liabilities		1,928.0			113.6		361.6		146.0			(736.8	)		1,812.4

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)


	Stimulation Services			Proppant Production		Manufacturing		Other			Eliminations			Total
Six Months Ended June 30, 2025:
Revenue
External customers — services	$	955.8		$	—	$	—	$	0.1		$	—		$	955.9
External customers — product sales (1)		—			75.6		21.2		49.5			—			146.3
Intercompany (2)		0.7			69.2		100.4		77.6			(247.9	)		—
Total Revenue	$	956.5		$	144.8	$	121.6	$	127.2		$	(247.9	)	$	1,102.2
Cost of revenues, exclusive of depreciation, depletion, and amortization		738.0			100.8		98.9		96.2			(239.8	)		794.1
Selling, general and administrative, excluding stock-based compensation		64.4			10.9		11.4		15.2			—			101.9
Other expense (income)		(1.6	)		—		—		(0.3	)		—			(1.9	)
Adjusted EBITDA (3)	$	155.7		$	33.1	$	11.3	$	16.1		$	(8.1	)	$	208.1
Depreciation, depletion and amortization		164.4			38.9		8.5		1.3			(2.4	)		210.7
Investment in property, plant & equipment		85.3			11.5		0.1		14.3			(12.2	)		99.0

Six Months Ended June 30, 2024:
Revenue
External customers — services	$	998.3		$	—	$	—	$	—		$	—		$	998.3
External customers — product sales (1)		—			107.0		24.2		31.4			—			162.6
Intercompany (2)		24.6			40.2		75.2		57.9			(197.9	)		—
Total Revenue	$	1,022.9		$	147.2	$	99.4	$	89.3		$	(197.9	)	$	1,160.9
Cost of revenues, exclusive of depreciation, depletion, and amortization		730.5			79.1		82.8		68.7			(194.3	)		766.8
Selling, general and administrative, excluding stock-based compensation		61.1			13.9		12.1		12.6			—			99.7
Other expense (income)		(1.2	)		0.1		—		—			—			(1.1	)
Adjusted EBITDA (3)	$	232.5		$	54.1	$	4.5	$	8.0		$	(3.6	)	$	295.5
Depreciation, depletion and amortization		170.5			39.6		4.9		1.5			(0.3	)		216.2
Investment in property, plant & equipment		102.7			11.3		7.6		0.2			—			121.8

As of December 31, 2024:
Cash and cash equivalents	$	8.7		$	—	$	1.7	$	4.4		$	—		$	14.8
Total current assets		466.9			71.4		255.3		95.3			(314.8	)		574.1
Property, plant, and equipment, net		839.3			817.6		82.5		25.9			(4.1	)		1,761.2
Total assets		2,911.3			929.5		443.2		249.6			(1,545.5	)		2,988.1
Current portion of long-term debt		87.5			65.5		6.8		4.8			—			164.6
Long-term debt		649.1			278.0		17.3		—			—			944.4
Total liabilities		1,891.4			124.2		360.7		103.9			(631.7	)		1,848.5

(1)

Our Proppant Production segment recognized noncash revenue associated with acquired contract liabilities of $1.9 million and $10.9 million for the three months ended June 30, 2025 and 2024, respectively, and $7.6 million and $27.4 million for the six months ended June 30, 2025 and 2024 respectively. Refer to Item 8 "Financial Statements and Supplementary Data" in our Annual Report for information about our acquired contract liabilities.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

(2)

In our other business activities, Flotek recorded revenue of $7.7 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively, related to contract shortfalls because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.

(3)

Adjusted EBITDA for the Stimulation Services segment included an intercompany supply commitment charge of $7.7 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively, and $15.2 million and $17.1 million for the six months ended June 30, 2025 and 2024, respectively, because this segment did not purchase the minimum contractual commitment of chemistry products from Flotek.

(4)

In April 2025, Flotek acquired certain gas conditioning equipment from our Stimulation Services segment for total consideration of $107.5 million and our Stimulation Services segment leased these assets back from Flotek for a six year term. The effects of this sale-leaseback transaction have been eliminated from our consolidation financial statements. The assets have been recorded by Flotek, and reflected in our other business activities, at the previous carrying values recorded by our Stimulation Services segment due to this transaction being conducted by entities under common control.

The following table reconciles consolidated Adjusted EBITDA for our reportable segments to net income (loss):


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Adjusted EBITDA of reportable segments	$	78.6		$	135.6		$	208.1		$	295.5
Interest expense, net		(35.1	)		(39.6	)		(71.0	)		(77.2	)
Depreciation, depletion and amortization		(104.7	)		(103.4	)		(210.7	)		(216.2	)
Income tax benefit (expense)		(4.4	)		23.7			(4.7	)		23.4
Gain (loss) on disposal of assets, net		(5.2	)		(0.3	)		(8.6	)		1.1
Loss on extinguishment of debt		—			—			—			(0.8	)
Provision for credit losses, net of recoveries		(12.8	)		—			(12.8	)		—
Stock-based compensation (1)		(2.0	)		(2.9	)		(3.1	)		(5.0	)
Lease termination		(0.8	)		—			(0.8	)		—
Transaction costs		(3.3	)		—			(3.5	)		—
Severance charges		(0.4	)		(1.1	)		(0.4	)		(1.8	)
Acquisition and integration costs		(0.1	)		(2.9	)		(0.2	)		(3.1	)
Supply commitment charges		—			—			—			(0.2	)
Impairment of goodwill		—			(67.7	)		—			(67.7	)
Gain on insurance recoveries		—			3.2			—			3.2
Litigation expenses and accruals for legal contingencies		(2.8	)		(9.2	)		(4.4	)		(14.0	)
Gain (loss) on investments, net		(10.5	)		(1.0	)		(6.8	)		0.2
Net loss	$	(103.5	)	$	(65.6	)	$	(118.9	)	$	(62.6	)

(1)

Stock-based compensation is reported in “Selling, general and administrative” in the consolidated statements of operations and is not allocated to the segments.

13. RELATED PARTY TRANSACTIONS

In the normal course of business, we have entered into transactions with related parties where the Wilks Parties hold a controlling financial interest. For the three and six months ended June 30, 2025 and 2024, the Company had related party transactions with the following related party entities:

•

Logistix IQ, LLC (“Logistix IQ”, formally Automatize, LLC) is a logistics broker that facilitates the last-mile delivery of proppants on behalf of its customers, including the Company. Amounts paid to Logistix IQ include costs passed through to third-party trucking companies and a commission retained by Logistix IQ. These payments are recorded in cost of revenues, exclusive of depreciation and depletion in our unaudited condensed consolidated statements of operations.

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

•

Equify Financial, LLC (“Equify Financial”) is a finance company that provides equipment and other financing to its customers, including the Company. Amounts paid to Equify Financial are recorded in cost of revenue, interest expense in our unaudited condensed consolidated statements of operations and repayments of long-term debt in our unaudited condensed consolidated statements of cash flows.

•

Wilks Brothers, LLC (“Wilks Brothers”) is a management company which provides administrative support to various businesses within its portfolio. Wilks Brothers and certain entities under its control will at times incur expenses on our behalf, billing us for these expenses at cost as well as certain management fees. Amounts paid to Wilks Brothers are generally recorded in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

•

Interstate Explorations, LLC (“Interstate”) is an exploration and development company for which we perform pressure pumping services.

•

Flying A Pump Services, LLC (“Flying A”) is an oilfield services company which provides pressure pumping, acid and cementing services, to which we rent and sell equipment and frac fleet components, and at times sell proppant.

•

MC Estates, LLC, The Shops at Willow Park, FTSI Industrial, LLC, and 420 Shops Blvd, LLC (collectively, the “Related Lessors”) own various industrial parks and office space leased by us. Amounts paid to the Related Lessors are recorded in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

•

Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for us. Amounts paid to Wilks Construction are recorded as capital expenditures in our unaudited condensed consolidated statements of cash flows.

•

Wilks Earthworks, LLC ("Wilks Earthworks") is an oilfield services company that provides mining, wet and dry loading, hauling and other services and equipment to its customers, including us. These payments are recorded in cost of revenues, exclusive of depreciation and depletion, in our unaudited condensed consolidated statements of operations.

•

Carbo Ceramics Inc. (“Carbo”) is a provider of ceramic proppant which will at times purchase conventional proppant from us to act as a broker for its customers. Additionally, we will at times purchase manufactured proppant from Carbo for the Stimulation Services segment.

•

Cisco Aero, LLC ("AERO") is a private aviation company. Amounts paid to AERO are recorded as selling, general and administrative expenses in our unaudited condensed consolidated statements of operations.

The following table summarizes revenue from related parties:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Flying A	$	3.1	$	6.5	$	5.0	$	11.7
Total	$	3.1	$	6.5	$	5.0	$	11.7

ProFrac Holding Corp.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(Amounts in millions, except per share amounts, or where otherwise noted)

The following table summarizes expenditures with related parties:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Logistix IQ	$	15.0	$	20.4	$	58.1	$	41.7
Flying A		0.5		—		0.9		—
Wilks Brothers		2.0		2.6		4.0		4.7
Related Lessors		3.8		3.1		7.6		6.3
Wilks Construction		3.2		—		3.8		—
Wilks Earthworks		6.8		4.5		12.4		6.1
Equify Financial		4.6		2.6		9.2		4.7
AERO		—		2.2		—		2.2
Carbo		0.5		0.2		0.8		0.5
Total	$	36.4	$	35.6	$	96.8	$	66.2

The following table summarizes accounts receivable–related party:


	June 30, 2025		December 31, 2024
Flying A	$	18.5	$	15.7
Wilks Brothers		0.1		—
Interstate		0.3		0.4
Total	$	18.9	$	16.1

The following table summarizes accounts payable–related party:


	June 30, 2025		December 31, 2024
Logistix IQ	$	21.9	$	11.6
Wilks Brothers		2.6		3.2
Wilks Construction		1.1		—
Wilks Earthworks		2.9		2.8
Related Lessors		0.4		0.1
Flying A		0.8		—
Carbo		0.3		0.4
Total	$	30.0	$	18.1

In June 2023 and January 2024, we arranged to sell certain surplus equipment and inventory components and to assign certain pre-orders for equipment to Flying A, at prices which are consistent with fair market value, for a total consideration of $36.3 million and $8.4 million, respectively. We delivered $1.6 million, $12.6 million and $28.9 million of these components to Flying A in 2025, 2024 and 2023, respectively. We expect to deliver the remaining $1.6 million of product to Flying A in 2025. We accounted for the unapplied proceeds from these transactions as related party deposits presented as "Other current liabilities - related party" in our unaudited condensed consolidated balance sheets.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included in this Quarterly Report, as well as our Annual Report.

Overview

We are a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production ("E&P") of North American unconventional oil and natural gas resources.

We operate in three reportable business segments: Stimulation Services, Proppant Production and Manufacturing. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment, which primarily relates to Alpine, provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends.

Summary Financial Results

•

Total revenue for the three and six months ended June 30, 2025 was $501.9 million and $1,102.2 million, respectively, which represented decreases of $77.5 million and $58.7 million from the same periods in 2024.

•

Net loss attributable to ProFrac Holding Corp. for the three and six months ended June 30, 2025 was $105.9 million and $123.4 million, respectively, which represented increases in net loss of $39.2 million and $58.5 million from the same periods in 2024. The net losses in 2024 included a pretax goodwill impairment charge of $67.7 million.

•

Cash provided by operating activities for the six months ended June 30, 2025, was $139.1 million, a decrease of $53.5 million from the same period in 2024.

•

Total principal amount of long-term debt was $1,110.0 million at June 30, 2025, a decrease of $28.9 million from December 31, 2024.

2025 Developments

In April 2025, Flotek acquired certain gas conditioning equipment from our Stimulation Services segment for total consideration of $107.5 million and our Stimulation Services segment leased these assets back from Flotek for a six year term. We believe this Flotek partnership provides ownership exposure to a highly-scalable gas quality and asset integrity business. The effects of this sale-leaseback transaction have been eliminated from our unaudited condensed consolidated financial statements.

In June 2025, we entered into a purchase agreement with Beal Bank USA and Wilks Brothers, LLC, which is a Wilks Party, whereby we have agreed to issue and sell $60.0 million aggregate principal amount of Senior Secured Floating Rate Notes due 2029 in a private placement. An aggregate of $20.0 million of new notes was purchased by Wilks Brothers, LLC on June 30, 2025. An additional $20.0 million aggregate principal amount of new notes will be purchased by Wilks Brothers, LLC and Beal Bank, USA on September 30, 2025, and an additional $20.0 million aggregate principal amount of new notes will be purchased by Beal Bank, USA on December 15, 2025. ProFrac Holdings II, LLC has the option to defer the September 30, 2025 issuance to December 15, 2025 or to cancel such additional issuances. Such additional issuances are subject to certain customary closing conditions. The net proceeds from the issuance of the new notes will be used to fund capital expenditures with any remaining proceeds used for general corporate purposes.

In June 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, requiring Alpine not to exceed a maximum

Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2027.

In June 2025, we disposed of our EKU Power Drives subsidiary in our Manufacturing Segment. We recorded a loss of $10.5 million in connection with this disposal.

Recent Trends and Outlook

Our business depends on the willingness of E&P companies to make expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of E&P companies to undertake these activities is predominantly influenced by current and expected future prices for oil and natural gas. Beginning in April 2025, oil and natural gas commodity prices decreased from their respective averages in the first quarter of 2025 with increased volatility.

As a result, some of our customers reduced their activity levels in the second quarter of 2025 and our results of operations correspondingly declined in the second quarter compared with the first quarter. We currently expect our results of operations in the third quarter to decline relative to the second quarter. While we have limited visibility for future demand for our products and services, we are encouraged by increasing customer engagement around 2026 planning.

We also actively monitor the effects of inflation and tariffs on our business; however, the potential effects of inflation and tariffs on our business remain uncertain at this time.

Results of Operations

Revenues

Revenues by reportable segment are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenues
Stimulation services	$	432.0		$	505.6		$	956.5		$	1,022.9
Proppant production		77.5			69.5			144.8			147.2
Manufacturing		55.8			55.9			121.6			99.4
Other		65.0			47.6			127.2			89.3
Eliminations		(128.4	)		(99.2	)		(247.9	)		(197.9	)
Total revenues	$	501.9		$	579.4		$	1,102.2		$	1,160.9

Stimulation Services. Stimulation Services revenues for the three and six months ended June 30, 2025 decreased $73.6 million and $66.4 million, or 15% and 6%, respectively, from the same periods in 2024. The decreases were primarily due to a decrease in average active fleets and lower average pricing for our services in the second quarter of 2025 compared to the same period in 2024.

Proppant Production. Proppant Production revenues for the three and six months ended June 30, 2025 increased $8.0 million and decreased $2.4 million, or 12% and 2%, respectively, from the same periods in 2024. The increase in the second quarter was primarily due to higher average pricing for our proppant in the second quarter of 2025 compared to the same period last year, which was due to a shift in intercompany sales mix from mine-gate pricing to wellsite pricing in the second quarter of 2025. The decrease for the first six months of 2025 was due to lower average pricing for our proppant in the first quarter of 2025 compared to the same period last year.

Revenue recognized for the amortization of acquired off-market contracts for the three and six months ended June 30, 2025 were $1.9 million and $7.6 million, respectively, compared to $10.9 million and $27.4 million in the same periods in 2024. Refer to Item 8 "Financial Statements and Supplementary Data" in our Annual Report for information about our acquired contract liabilities. During the three and six months ended June 30, 2025, approximately 58% and 48%, respectively, of the Proppant Production segment's revenues were intercompany, compared with 23% and 27% in the same periods in 2024.

Manufacturing. Manufacturing revenues for the three and six months ended June 30, 2025 decreased by $0.1 million and increased $22.2 million, or 0% and 22% respectively from the same periods in 2024. The decrease in the second quarter was due to decreased intercompany demand for manufacturing products in the second quarter of 2025. The increase for the first six months of 2025 was due to increased intercompany demand for manufacturing products in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed revenue starting in April 2024 and June 2024, respectively. During the three and six months ended June 30, 2025, approximately 78% and 83%, respectively, of the Manufacturing segment's revenues were intercompany, compared with 74% and 76% in the same periods in 2024.

Other. Other revenues for the three and six months ended June 30, 2025 increased by $17.4 million and $37.9 million from the same periods in 2024. This increase was primarily due to increased revenue for Flotek. Flotek recorded contract shortfall revenue of $7.7 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively, and $15.2 million and 17.1 million for the six months ended June 30, 2025 and 2024, respectively, related to contract shortfalls with the Stimulation Services segment. During the three and six months ended June 30, 2025, approximately 61% and 61%, respectively, of other revenues were intercompany, compared with 62% and 65% in the same periods in 2024.

Cost of Revenues

Cost of revenues by reportable segment is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Cost of revenues, exclusive of depreciation, depletion, and amortization:
Stimulation services	$	350.2		$	367.7		$	738.0		$	730.5
Proppant production		57.6			37.0			100.8			79.1
Manufacturing		43.6			49.0			98.9			82.8
Other		48.7			36.7			96.2			68.7
Eliminations		(125.4	)		(97.3	)		(239.8	)		(194.3	)
Total cost of revenues, exclusive of depreciation, depletion, and amortization	$	374.7		$	393.1		$	794.1		$	766.8

Stimulation Services. Stimulation Services cost of revenues for the three and six months ended June 30, 2025 decreased by $17.5 million and increased $7.5 million, or 5% and 1%, respectively, from the same periods in 2024. The decrease in the second quarter was primarily due to a decrease in average active fleets in the second quarter of 2025 compared to the same period last year. The second quarter decrease was offset by an increase in average active fleets in the first quarter of 2025 compared to the same period last year. Cost of revenues for this segment included intercompany supply commitment charges of $7.7 million and $8.7 million for the three months ended June 30, 2025 and 2024, respectively, and $15.2 million and $17.1 million for the six months ended June 30, 2025 and 2024, respectively, because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.

Proppant Production. Proppant Production cost of revenues for the three and six months ended June 30, 2025 increased by $20.6 million and $21.7 million, or 56% and 27%, respectively, from the same periods in 2024. These increases were primarily due to increased costs to support the shift in intercompany sales mix from mine-gate pricing to wellsite pricing in the second quarter of 2025.

Manufacturing. Manufacturing cost of revenues for the three and six months ended June 30, 2025 decreased by $5.4 million and increased by $16.1 million, or 11% or 19%, respectively, from the same periods in 2024. The decrease in the second quarter was due to decreased volumes of products sold to intercompany customers in the second quarter of 2025. The increase for the first six months of 2025 was due to increased volumes of products sold to intercompany customers in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed costs beginning in April 2024 and June 2024, respectively.

Other. Other cost of revenues for the three and six months ended June 30, 2025 increased by $12.0 million and $27.5 million, or 33% and 40%, respectively, from the same periods in 2024. These increases were primarily due to increased product sales at Flotek.

Selling, General and Administrative

Selling, general and administrative expenses are comprised of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Selling, general and administrative:
Selling, general and administrative, excluding stock-based compensation	$	49.4	$	51.2	$	101.9	$	99.7
Stock-based compensation		2.0		2.9		3.1		5.0
Total selling, general and administrative	$	51.4	$	54.1	$	105.0	$	104.7

Selling, general and administrative expenses for the three and six months ended June 30, 2025 decreased by $2.7 million and increased by $0.3 million, or 5% and 0% respectively, from the same periods in 2024. The decrease in the second quarter was partially due to lower labor costs resulting from cost control measures. The increase for the first six months of 2025 was further due to increased labor and facility costs related to our acquisitions of BPC, AST and NRG in the second quarter of 2024. Additionally, the changes for both periods were partially due to decreased stock-based compensation.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization for the three and six months ended June 30, 2025 increased by $1.3 million and decreased by $5.5 million, respectively, from the same periods in 2024.

Acquisition and Integration Costs

Acquisition and integration costs primarily relate to professional fees, severance and other costs associated with our acquisition and integration activities. For the three and six months ended June 30, 2025, these costs were $0.1 million and $0.2 million, respectively, compared with $2.9 million and $3.1 million in the same periods in 2024.

Other Operating Expense, Net

The following table summarizes our other operating expenses, net:


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
Litigation expenses and accruals for legal contingencies	$	2.8	$	9.2		$	4.4	$	14.0
Provision for credit losses, net of recoveries		12.8		—		$	12.8	$	—
Gain on insurance recoveries		—		(3.2	)		—		(3.2	)
Transaction costs		3.3		—			3.5		—
Lease termination		0.8		—			0.8		—
Severance charges		0.4		1.1			0.4		1.8
(Gain) loss on disposal of assets		5.2		0.3			8.6		(1.1	)
Supply commitment charge		—		—			—		0.2
Total	$	25.3	$	7.4		$	30.5	$	11.7

Litigation expenses and accruals for legal contingencies generally represent legal and professional fees incurred in litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In the periods presented, substantially all of these costs represent litigation costs incurred in connection with certain patent infringement lawsuits.

Provision for credit losses primarily related to a revised estimate of the payments to be received from an insolvent customer.

The transaction costs for the three and six months ended June 30, 2025 represent legal and professional fees incurred for strategic initiatives.

Severance charges relate to the departure of certain highly-compensated employees.

(Gain) loss on disposal of assets, net consists of gains and losses on the sale of excess property, early equipment disposals and other asset dispositions.

Supply commitment charges for the three and six months ended June 30, 2024, represent charges related to contractual inventory purchase commitments to certain proppant suppliers.

Interest Expense, Net

Interest expense, net of interest income, for the three and six months ended June 30, 2025 was $35.1 million and $71.0 million, respectively, compared to $39.6 million and $77.2 million in the same periods in 2024. These decreases were due to lower average interest rates in 2025.

Other (Expense) Income, Net

For the three and six months ended June 30, 2025, we recognized other expense, net of $9.7 million and $4.9 million, respectively, compared with a other expense, net of $0.5 million and other income, net of $1.3 million in the same periods in 2024. The net changes in these amounts were primarily due to the $10.5 million loss on disposal of EKU Power Drives in the second quarter of 2025, which was partially offset by a decrease in the fair value of our Munger make-whole provision in the first quarter of 2025.

Income Taxes

Income taxes were an expense of $4.7 million and a benefit of $23.4 million for the six months ended June 30, 2025 and 2024, respectively. Our effective tax rate for the six months ended June 30, 2025 was 4.1%, compared with 27.2% in the same period in 2024.

On July 4, 2025, the OBBBA was signed into law. The OBBBA contains, among other provisions, certain changes to U.S. federal income tax laws. The accounting for changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. As such, we will continue to evaluate this legislation and will record any related adjustments in the third quarter of 2025.

Liquidity and Capital Resources

Sources of Liquidity

Our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. Additionally, we have obtained commitments to purchase an additional $40.0 million of 2029 Senior Notes, at the Company's option, in the second half of 2025. While Flotek is included in our unaudited condensed consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 10. Variable Interest Entity" in the notes to our unaudited condensed consolidated financial statements for discussion of our ownership of Flotek.

Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. Refer to our Annual Report and "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements for more information regarding the Alpine 2023 Term Loan.

At June 30, 2025, we had $21.0 million of cash and cash equivalents, excluding Flotek, and $87.3 million available for borrowings under our revolving credit facility, which resulted in a total liquidity position of $108.3 million. Refer to our Annual Report for more information regarding our revolving credit facility.

We believe that our cash and cash equivalents, cash provided by operations, the availability under our revolving credit facility, and the commitments to purchase additional 2029 Senior Notes will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months. Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2027. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 4. Debt” in the notes to our unaudited condensed consolidated financial statements for more information about this forthcoming debt covenant.

Cash Flows

Cash flows provided by (used in) each type of activity were as follows:


	Six Months Ended June 30,
	2025			2024
Net cash provided by (used in):
Operating activities	$	139.1		$	192.6
Investing activities		(97.9	)		(284.8	)
Financing activities		(30.0	)		90.9
Net change in cash, cash equivalents, and restricted cash	$	11.2		$	(1.3	)

Operating Activities. Net cash provided by operating activities was $139.1 million and $192.6 million for the six months ended June 30, 2025 and 2024, respectively. Cash flows from operating activities consist of net income or loss adjusted for non-cash items and changes in net working capital. Net income or loss adjusted for non-cash items for the six months ended June 30, 2025 resulted in a cash increase of $120.5 million compared with a cash increase of $175.6 million in the same period of 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the six months ended June 30, 2025 resulted in a cash increase of $18.6 million compared with a cash increase of $17.0 million in the same period in 2024. The cash increase in 2025 was primarily due to our increased accounts payable balance, which was partially offset by a decrease in cash due to our increased accounts receivable balance.

Investing Activities. Net cash used in investing activities was $97.9 million and $284.8 million for the six months ended June 30, 2025 and 2024, respectively. This change was primarily due to decreased capital expenditures in 2025 and our acquisitions in 2024.

Financing Activities. Net cash used in financing activities was $30.0 million for the six months ended June 30, 2025, compared with cash provided by financing activities of $90.9 million for the same period in 2024. This change was primarily due to increased borrowings to fund our acquisitions in 2024.

Cash Requirements

Our material cash requirements have consisted of, and we anticipate will continue to consist of the following:

•

debt service obligations, including interest and principal;

•

capital expenditures;

•

purchase commitments;

•

tax receivable agreement payments, and

•

acquisitions of strategic businesses.

Debt Service Obligations

As of June 30, 2025 we have $1,110.0 million in aggregate principal amount of long-term debt outstanding, with $136.0 million coming due over the next twelve months. For additional information about our long-term debt, see "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements and Item 8 "Financial Statements and Supplementary Data" in our Annual Report.

Capital Expenditures

The nature of our capital expenditures consists of a base level of investment required to support our current operations and amounts related to growth and company initiatives.

During the six months ended June 30, 2025 our capital expenditures were $99.0 million, consisting of maintenance capital expenditures for our hydraulic fracturing fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.

For the full year of 2025, we estimate capital expenditures will range from $125 million to $145 million in maintenance related expenditures and an additional $50 million to $80 million for growth initiatives. Growth initiatives in 2025 relate to upgrades to our hydraulic fracturing fleet, investments in next generation technology and sand mine improvements.

We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including customer demand for fleets and expected industry activity levels.

Purchase Commitments

As of June 30, 2025, we had purchase commitments of $30.9 million in 2025 for hydraulic fracturing equipment components.

Tax Receivable Agreement

As of June 30, 2025 we have $86.4 million of estimated tax receivable agreement obligations, with an estimated $3.4 million coming due over the next twelve months. This obligation will generally be paid under the tax receivable agreement as the Company realizes actual cash tax savings from the tax benefits covered by the tax receivable agreement in future tax years. We do not expect a significant increase in the estimate of this liability in future periods. For additional information about our tax receivable agreement, please see Item 8 "Financial Statements and Supplementary Data" in our Annual Report.

Acquisitions of Strategic Businesses

Our growth strategy includes potential acquisitions and other strategic transactions. From time to time we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.

We have historically funded our acquisitions through issuances of our equity securities, borrowings under our credit agreements, and issuance of debt securities. For any future acquisitions, we may utilize borrowings under our revolving credit facility and various financing sources available to us, including the issuance of equity or debt securities through public offerings or private placements, to fund these acquisitions. Our ability to complete future offerings of equity or debt securities

and the timing and terms of these offerings will depend on various factors including prevailing market conditions and our financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At June 30, 2025, we held no derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. We are subject to interest rate risk on our variable-rate debt. A 1% increase in interest rates on our variable-rate debt as of June 30, 2025, would increase the annual interest payments for this debt by approximately $10.6 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our Executive Chairman (our principal executive officer) and our Chief Financial Officer (our principal financial officer), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Executive Chairman and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Limitations on Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

Please refer to the information in "Note 9. Commitments and Contingencies" included in the notes to unaudited condensed consolidated financial statements contained herein.

ITEM 1A. RISK FACTORS

There have been no material changes in the significant risk factors that may affect our business, results of operations or liquidity as described in Item 1A "Risk Factors" in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company had no sales of unregistered equity securities during the period covered by this Quarterly Report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report.

ITEM 5. OTHER INFORMATION

Securities Trading Plans

During the three months ended June 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS

The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.


Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of ProFrac Holding Corp. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 28, 2023).
3.2		Amended and Restated Bylaws of ProFrac Holding Corp., effective as of May 17, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 18, 2022).
3.3		Certificate of Designation of Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2023).
4.1		Indenture, dated as of December 27, 2023, by and among ProFrac Holdings II, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent (incorporated by reference to Exhibit 4.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023).
4.2		Form of Senior Secured Floating Rate Note (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on June 30, 2025).
4.3		Fifth Supplemental Indenture, dated as of June 30, 2025, among ProFrac Holdings II, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent (incorporated by reference to Exhibit 4.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.1		Amendment No. 3 to Term Loan Credit Agreement and Amendment No. 1 to Guarantee Agreement, dated as of June 26, 2025, by and among Alpine Holding II, LLC, PF Proppant Holding, LLC, the subsidiary guarantor parties thereto, ProFrac Holding Corp., the several lenders thereto, and CLMG Corp. as the agent and collateral agent (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.2†		Purchase Agreement, dated June 30, 2025, among ProFrac Holdings II, LLC, the guarantors party thereto and Beal Bank USA and Wilks Brothers, LLC (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.3*		Letter Agreement to Shared Services Agreement, dated June 30, 2025, by and between ProFrac Holdings II, LLC and Wilks Brothers, LLC.
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*		Mine Safety Disclosure Exhibit.
101.INS*		Inline XBRL Instance Document – The instance document does not appear in the interactive date file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.
104*		Cover Page Interactive Date File (embedded within the Inline XBRL document).

* Filed herewith.

** Furnished herewith.

† Certain of the schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules or exhibits, or any section thereof, to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 7, 2025.


	ProFrac Holding Corp.

	By:	/s/ Matthew D. Wilks
		Name: Matthew D. Wilks
		Title: Executive Chairman and Director (Principal Executive Officer)

	By:	/s/ Austin Harbour
		Austin Harbour
		Title: Chief Financial Officer (Principal Financial Officer)