As filed with the Securities and Exchange Commission
on March 13, 2025
Registration No. 333-266465
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
ProFrac Holding Corp.
(Exact name of registrant as specified
in its charter)
| Delaware | 1389 |
87-2424964 |
| (State or other jurisdiction of | (Primary
Standard Industrial |
(I.R.S. Employer |
| incorporation or organization) | Classification
Code Number) |
Identification
Number) |
333 Shops
Boulevard, Suite 301
Willow
Park, Texas
(254) 776-3722
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive offices)
Austin
Harbour
Chief
Financial Officer
Steven
Scrogham
Chief
Legal Officer, Chief Compliance Officer & Corporate Secretary
333 Shops
Boulevard, Suite 301
Willow
Park, Texas
(254) 776-3722
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to
Samuel
P. Williams, Esq.
James
E. Bedar, Esq.
Brown
Rudnick LLP
One Financial
Center
Boston,
MA 02111
(617) 856-8200
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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 |
x |
| |
|
|
|
|
| Non-accelerated filer |
¨ |
|
Smaller reporting company |
x |
| |
|
|
|
|
| Emerging growth company |
¨ |
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This
post-effective amendment shall become effective upon filing with the Securities and Exchange Commission (the “Commission”)
in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective
Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 of ProFrac Holding Corp. (File No. 333-266465), initially
filed on August 2, 2022 and declared effective by the Commission on August 5, 2022 (the “Registration Statement”),
is being filed as an exhibit-only filing solely to file (i) a consent of Grant Thornton LLP, filed herewith as Exhibit 23.6
(the “Grant Thornton Consent”), with respect to its reports dated March 10, 2025 relating to the financial statements
and internal control over financial reporting of ProFrac Holding Corp. contained in the Annual Report on Form 10-K of ProFrac
Holding Corp. for the year ended December 31, 2024 and included in the Prospectus Supplement dated March 13, 2025 filed pursuant
to Rule 424(b)(3), and (ii) a consent of KPMG LLP, filed herewith as Exhibit 23.7 (the “KPMG Consent”), with
respect to its report dated March 22, 2023 relating to the consolidated financial statements of Flotek Industries, Inc., not
included herein, which report appears in the March 10, 2025 annual report on Form 10-K of ProFrac Holding Corp. and
in the Prospectus Supplement dated March 13, 2025 filed pursuant to Rule 424(b)(3). Accordingly, this Amendment consists only
of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the
Registration Statement, and the Grant Thornton Consent and the KPMG Consent. The prospectus and the balance of Part II of the Registration
Statement are unchanged hereby and have been omitted.
Part II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
(a) Exhibits
The following exhibits are filed herewith or incorporated by reference
herein:
| Exhibit No. |
|
Description |
| 2.1 |
|
Agreement
and Plan of Merger, dated as of October 21, 2021, by and between FTS International, Inc., ProFrac Holdings, LLC and ProFrac
Acquisitions, Inc. (incorporated by reference to Exhibit 2.1 to ProFrac Holding Corp.’s Registration Statement on
Form S-1 (File No. 333-261255) filed with the SEC on November 22, 2021). |
| 2.2 |
|
Master
Reorganization Agreement, dated as of May 12, 2022, by and among ProFrac Holdings, LLC, ProFrac Holding Corp. and the other
parties thereto (incorporated by reference to Exhibit 2.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on May 18, 2022). |
| 2.3† |
|
Agreement
and Plan of Merger, dated as of June 21, 2022, by and among U.S. Well Services, Inc., ProFrac Holding Corp. and Thunderclap
Merger Sub I, Inc. (incorporated by reference to Exhibit 2.1 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on June 24, 2022). |
| 2.4 |
|
Master
Reorganization Agreement, dated as of November 1, 2022, by and among U.S. Well Services Holdings, LLC, ProFrac Manufacturing,
LLC, ProFrac Services, LLC, USWS Holdings LLC, U.S. Well Services, LLC, USWS Fleet 10, LLC and USWS Fleet 11, LLC (incorporated by
reference to Exhibit 10.1 to U.S. Well Services, Holdings, LLC’s Current Report on Form 8-K filed with the SEC on
Nov. 7, 2022). |
| 3.1 |
|
Second
Amended and Restated Certificate of Incorporation of ProFrac Holding Corp. (incorporated by reference to Exhibit 3.1 to ProFrac
Holding Corp.’s Current Report on Form 8-K filed with the SEC on March 28, 2023). |
| 3.2 |
|
Amended
and Restated Bylaws of ProFrac Holding Corp., effective as of May 17, 2022 (incorporated by reference to Exhibit 3.2 to
ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 18, 2022). |
| 3.3 |
|
Certificate
of Designation of Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to ProFrac
Holding Corp.’s Current Report on Form 8-K filed with the SEC on October 2, 2023). |
| 4.1 |
|
Form of
Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to ProFrac Holding Corp.’s
Registration Statement on Form S-1 (File No. 333-261255) filed with the SEC on November 30, 2021). |
| 4.2 |
|
Registration
Rights Agreement dated as of May 17, 2022, by and among ProFrac Holding Corp., THRC Holdings, LP, Farris C. Wilks and the other
parties thereto (incorporated by reference to Exhibit 4.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on May 18, 2022). |
| 4.3 |
|
Third
Amended and Restated Limited Liability Company Agreement of ProFrac Holdings, LLC, dated as of May 17, 2022 (incorporated by
reference to Exhibit 4.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 18,
2022). |
| 4.4 |
|
Stockholders’
Agreement, dated as of May 17, 2022, by and among ProFrac Holding Corp., THRC Holdings, LP, Farris C. Wilks, FARJO Holdings,
LP and the Farris and Jo Ann Wilks 2022 Family Trust (incorporated by reference to Exhibit 4.3 to ProFrac Holding Corp.’s
Current Report on Form 8-K filed with the SEC on May 18, 2022). |
| 4.5 |
|
First
Amendment to Stockholders’ Agreement, effective as of January 13, 2023 between ProFrac Holding Corp. and THRC Holdings,
LP, Farris C. Wilks, FARJO Holdings, LP and the Farris and Jo Ann Wilks 2022 Family Trust (incorporated by reference to Exhibit 10.2
to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 12, 2023). |
| 4.6 |
|
Right
Agreement, dated as of December 20, 2021, by and among ProFrac Holdings, LLC and Eagleton Ventures, Inc. (incorporated
by reference to Exhibit 4.5 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1
(File No. 333-261255) filed with the SEC on March 31, 2022). |
| 4.7 |
|
Form of
West Munger Registration Rights Agreement (incorporated by reference to Exhibit 4.6 to Amendment No. 3 to ProFrac Holding
Corp.’s Registration Statement on Form S-1 (File No. 333-261255) originally filed with the SEC on November 22,
2021). |
| 4.8 |
|
Amended
and Restated Placement Agent Warrants of ProFrac Holding Corp. (incorporated by reference to Exhibit 10.5 to ProFrac Holding
Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022). |
| 4.9 |
|
Amended
and Restated RDO Warrants of ProFrac Holding Corp. (incorporated by reference to Exhibit 10.6 to ProFrac Holding Corp.’s
Current Report on Form 8-K filed with the SEC on November 1, 2022). |
| 4.10 |
|
Form of
Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.4 to ProFrac Holding Corp.’s Registration Statement
on Form S-8 (File No. 333-265176) filed with the SEC on May 24, 2022). |
| 4.11 |
|
Form of
Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 4.5 to ProFrac Holding Corp.’s Registration
Statement on Form S-8 (File No. 333-265176) filed with the SEC on May 24, 2022). |
| 4.12 |
|
Indenture,
dated 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). |
| 4.13 |
|
Form of
Senior Secured Float Rate Note (incorporated by reference to Exhibit 4.2 to ProFrac Holding Corp.’s Current Report on
Form 8-K filed with the SEC on December 28, 2023). |
| 4.14 |
|
First
Supplemental Indenture, dated as of June 12, 2024, 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 14, 2024). |
| 4.15 |
|
Second
Supplemental Indenture, dated as of June 12, 2024, among ProFrac Holdings II, LLC, Advanced Stimulation Technologies, Inc.
and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent (incorporated by reference
to Exhibit 4.4 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on June 14, 2024). |
| 5.1** |
|
Opinion
of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
| 10.1 |
|
Tax
Receivable Agreement, dated as of May 17, 2022, by and among ProFrac Holding Corp., the TRA Holders and the Agents named therein
(incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC
on May 18, 2022). |
| 10.2 |
|
Shared
Services Agreement, dated as of May 3, 2022, by and between Wilks Brothers, LLC and ProFrac Holdings II, LLC (incorporated by
reference to Exhibit 10.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 18,
2022). |
| 10.3 |
|
Indemnification
Agreement (Johnathan Ladd Wilks) (incorporated by reference to Exhibit 10.4 to ProFrac Holding Corp.’s Current Report
on Form 8-K filed with the SEC on May 18, 2022). |
| 10.4 |
|
Indemnification
Agreement (Matthew D. Wilks) (incorporated by reference to Exhibit 10.5 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.5 |
|
Indemnification
Agreement (James Coy Randle, Jr.) (incorporated by reference to Exhibit 10.6 to ProFrac Holding Corp.’s Current Report
on Form 8-K filed with the SEC on May 18, 2022). |
| 10.6 |
|
Indemnification
Agreement (Lance Turner) (incorporated by reference to Exhibit 10.7 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.7 |
|
Indemnification
Agreement (Robert Willette) (incorporated by reference to Exhibit 10.8 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.8 |
|
Indemnification
Agreement (Sergei Krylov) (incorporated by reference to Exhibit 10.9 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.9 |
|
Indemnification
Agreement (Theresa Glebocki) (incorporated by reference to Exhibit 10.10 to ProFrac Holding Corp.’s Current Report on
Form 8-K filed with the SEC on May 18, 2022). |
| 10.10 |
|
Indemnification
Agreement (Stacy Nieuwoudt) (incorporated by reference to Exhibit 10.11 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.11 |
|
Indemnification
Agreement (Gerald Haddock) (incorporated by reference to Exhibit 10.12 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on May 18, 2022). |
| 10.12 |
|
Indemnification
Agreement (Phillip Blaine Wilbanks) (incorporated by reference to Exhibit 10.4 to ProFrac Holding Corp.’s Current Report
on Form 8-K filed with the SEC on January 12, 2023). |
| 10.13# |
|
Employment
Agreement, effective as of January 13, 2023, between ProFrac Holding Corp. and Phillip Blaine Wilbanks (incorporated by reference
to Exhibit 10.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 12, 2023). |
| 10.14 |
|
First
Amendment to Term Loan Credit Agreement, dated as of July 25, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings,
LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for
the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on July 29, 2022). |
| 10.15 |
|
First
Amendment to Credit Agreement, dated as of July 25, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the
guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders
(incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC
on July 29, 2022). |
| 10.16^ |
|
Second
Amendment to Term Loan Credit Agreement, dated as of November 1, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings,
LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for
the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on November 1, 2022). |
| 10.17^ |
|
Second
Amendment to Credit Agreement, dated as of November 1, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the
guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders
(incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC
on November 1, 2022). |
| 10.18 |
|
Third
Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, dated as of December 30, 2022, by and among ProFrac Holdings
II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent
and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report
on Form 8-K filed with the SEC on January 6, 2023). |
| 10.19 |
|
Third
Amendment to Credit Agreement, dated as of December 30, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC,
the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the
lenders (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with
the SEC on January 6, 2023). |
| 10.20 |
|
Fourth
Amendment to Term Loan Credit Agreement, dated as of February 1, 2023, by and among ProFrac Holdings II, LLC, ProFrac Holdings,
LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for
the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on February 2, 2023). |
| 10.21^ |
|
Fourth
Amendment to that certain asset-based revolving Credit Agreement, dated as of February 23, 2023, by and among ProFrac II, LLC,
as borrower, ProFrac Holdings, the Lenders, the letter credit issuers, and guarantors party thereto, and JPMorgan Chase Bank, N.A.,
as the agent, the collateral agent and the swingline lender (as amended by the First Amendment to Credit Agreement, dated July 25,
2022, the Second Amendment to Credit Agreement, dated as of November 1, 2022, and the Third Amendment to Credit Agreement, dated
as of December 30, 2022) (incorporated by reference to Exhibit 11.11 to ProFrac Holding Corp.’s Quarterly Report
on Form 10-Q filed with the SEC on May 12, 2023). |
| 10.22^ |
|
Fifth
Amendment to Term Loan Credit Agreement, dated as of February 23, 2023, by and among ProFrac Holdings II, LLC, ProFrac Holdings,
LLC, the lenders and guarantors party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders (incorporated
by reference to Exhibit 10.10 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on May 12,
2023). |
| 10.23 |
|
Securities
Purchase Agreement dated February 16, 2022 by and between Flotek Industries, Inc. and ProFrac Holdings, LLC (incorporated
by reference to Exhibit 10.14 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1
(File No. 333-261255) filed with the SEC on March 31, 2022). |
| 10.24 |
|
Securities
Purchase Agreement between Flotek Industries, Inc. and ProFrac Holdings II, LLC dated June 17, 2022 (incorporated by reference
to Exhibit 10.1 to Flotek Industries, Inc.’s Current Report on Form 8-K filed with the SEC on June 23,
2022). |
| 10.25 |
|
Purchase
and Sale Agreement, dated as of February 18, 2022, by and between ProFrac Holdings, LLC and Wilks Development, LLC (incorporated
by reference to Exhibit 10.6 to Amendment No. 3 to ProFrac Holding Corp.’s Registration Statement on Form S-1
(File No. 333-261255) filed with the SEC on April 26, 2022). |
| 10.26 |
|
Chemical
Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC dated February 2, 2022 (incorporated by reference
to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 23, 2022). |
| 10.27 |
|
Amendment
No. 1 to Chemical Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC, dated May 17, 2022
(incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC
on May 23, 2022). |
| 10.28# |
|
Consulting
Agreement, effective as of January 13, 2023, between ProFrac Holding Corp. and James Coy Randle (incorporated by reference to
Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 12, 2023). |
| 10.29# |
|
Executive
Employment Agreement, effective as of June 7, 2022, between ProFrac Holding Corp. and Coy Randle (incorporated by reference
to Exhibit 10.31 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023). |
| 10.30# |
|
Executive
Employment Agreement, effective as of June 7, 2022, between ProFrac Holding Corp. and Lance Turner (incorporated by reference
to Exhibit 10.32 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023). |
| 10.31# |
|
Executive
Employment Agreement, effective as of June 7, 2022, between ProFrac Holding Corp. and Robert Willette (incorporated by reference
to Exhibit 10.33 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023). |
| 10.32# |
|
ProFrac
Holding Corp. 2022 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current
Report on Form 8-K filed with the SEC on May 18, 2022). |
| 10.33# |
|
Assignment
Agreement, dated as of May 10, 2022, by and between Farris Wilks and Jo Ann Wilks, as Co-Trustees of the Farris and Jo Ann Wilks
2022 Family Trust, created by Trust Agreement dated as of May 10, 2022, as assignor, and KWELL Holdings, LP, as assignee and
Declaration of Intent (incorporated by reference to Exhibit 10.18 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q
filed with the SEC on August 15, 2022). |
| 10.34# |
|
Assignment
and Assumption Agreement by and between THRC Holdings, LP, a Texas limited liability company, as assignor, and Matthew D. Wilks,
as assignee (incorporated by reference to Exhibit 10.19 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q
filed with the SEC on August 15, 2022). |
| 10.35 |
|
Amended
and Restated Series A Warrant Agreement, dated November 1, 2022, between ProFrac Holding Corp. and Continental Stock Transfer &
Trust Company (incorporated by reference to Exhibit 10.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed
with the SEC on November 1, 2022). |
| 10.36 |
|
Amendment
No. 1 to Amended and Restated Series A Warrant Agreement, dated November 1, 2022, between ProFrac Holding Corp., Continental
Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.7
to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022). |
| 10.37 |
|
Amendment
No. 2 to Amended and Restated Series A Warrant Agreement, dated March 29, 2023, between ProFrac Holding Corp., Continental
Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.52
to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023). |
| 10.38 |
|
Promissory
Note, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to
Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K
(File No. 001-38025) filed with the SEC on July 18, 2022). |
| 10.39 |
|
Security
Agreement, dated as of July 18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference
to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K
(File No. 001-38025) filed with the SEC on July 18, 2022). |
| 10.40 |
|
Continuing
Guaranty, dated as of July 18, 2022, by U.S. Well Services, Inc. in favor of Equify Financial, LLC (incorporated by reference
to Exhibit 10.3 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K
(File No. 001-38025) filed with the SEC on July 18, 2022). |
| 10.41 |
|
Promissory
Note, dated as of September 30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference
to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K
(File No. 001-38025) filed with the SEC on September 30, 2022). |
| 10.42 |
|
Security
Agreement, dated as of September 30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference
to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K
(File No. 001-38025) filed with the SEC on September 30, 2022). |
| 10.43† |
|
Membership
Interest Purchase Agreement, dated as of December 23, 2022, by and among ProFrac Holdings II, LLC, Performance Holdings I, LLC,
and Performance Holdings II, LLC (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report
on Form 8-K filed with the SEC on Dec. 30, 2022). |
| 10.44 |
|
Assignment
and Amendment of Membership Interest Purchase Agreement, dated as of February 24, 2023, by and among ProFrac Holdings II, LLC,
Performance Holdings I, LLC, Performance Holdings II, LLC and Alpine Silica, LLC (incorporated by reference to Exhibit 10.2
to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on February 28, 2023). |
| 10.45 |
|
Guarantee
Agreement, dated December 27, 2023, may by ProFrac Holdings Corp., as guarantor, and CLMG Group, as agent (incorporated by reference
to Exhibit 10.2 ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023. |
| 10.46 |
|
Guarantee
Agreement, dated December 27, 2023, made by the guarantors in favor of CLMG Corp., as agent (incorporated by reference to Exhibit 10.3
to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023). |
| 10.47 |
|
Term
Loan Security Agreement, dated December 27, 2023, among Alpine Holdings II, LLC, PF Proppant Holdings, LLC, certain other Affiliates
of the Borrower party, Red River Land Holdings, LLC, Performance Royalty LLC, Alpine Monahans, LLC, Alpine Monahans II, LLC, Monarch
Silica, LLC, Alpine Real Estate Holdings, LLC, and CLMG Corporation, as collateral agent (incorporated by reference to Exhibit 10.4
to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023). |
| 10.48 |
|
Purchase
Agreement, dated December 27, 2023, by and among ProFrac Holdings II, LLC, the guarantors party thereto and the purchasers named
therein (incorporated by reference to Exhibit 10.5 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with
the SEC on December 28, 2023). |
| 10.49 |
|
Guaranty
Agreement, dated as of December 27, 2023, made by ProFrac Holding Corp., as parent guarantor, and U.S. Bank Trust Company, National
Association, as trustee and collateral agent (incorporated by reference to Exhibit 10.6 to ProFrac Holding Corp.’s Current
Report on Form 8-K filed with the SEC on December 28, 2023). |
| 10.50 |
|
Security
Agreement, dated December 27, 2023, among ProFrac Holdings, LLC, ProFrac Holdings II, LLC, the subsidiary grantors party thereto
and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.7 to ProFrac
Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023). |
| 10.51† |
|
Seventh
Amendment to Credit Agreement, dated December 27, 2023, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors
party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.8 to ProFrac
Holding Corp.’s Current Report on Form 8-K filed with the SEC on December 28, 2023). |
| 10.52 |
|
Contribution
Agreement, dated as of February 24, 2023, by and among ProFrac Holding Corp., Alpine Silica LLC, Tidewater Partners, LLC, Performance
Holdings I, LLC, and Performance Holdings II, LLC (incorporated by reference to Exhibit 10.3 to ProFrac Holding Corp.’s
Current Report on Form 8-K filed with the SEC on February 28, 2023). |
| 10.53^ |
|
Master
Services Agreement, effective as of December 1, 2022, by and between Alpine Silica, LLC and Interstate Earthworks, LLC (incorporated
by reference to Exhibit 10.53 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30,
2023). |
| 10.54 |
|
Industrial
Lease, effective as of November 1, 2022, by and between ProFrac Holdings II, LLC and Wilks Ranch Texas, LTD (incorporated by
reference to Exhibit 10.54 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30,
2023). |
| 10.55 |
|
Severance
Agreement, dated September 11, 2023, by and between Mr. Robert Willette and ProFrac Holding Corp. (incorporated by reference
to Exhibit 10.1 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023). |
| 10.56 |
|
Series A
Redeemable Convertible Preferred Stock Purchase Agreement, dated September 29, 2023, by and among ProFrac Holding Corp. and
THRC Holdings, LP and FARJO Holdings, LP (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current
Report on Form 8-K filed with the SEC on October 2, 2023). |
| 10.57# |
|
Transition
and Separation Agreement, dated June 3, 2024, between ProFrac Holding Corp. and Lance Turner (incorporated by reference to Exhibit 10.1
to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024). |
| 10.58# |
|
Consulting
Agreement, effective as of June 18, 2024, between ProFrac Holding Corp. and Lance Turner (incorporated by reference to Exhibit 10.2
to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024). |
| 10.59# |
|
Employment
Agreement, dated as of June 17, 2024, between ProFrac Holding Corp. and Austin Harbour (incorporated by reference to Exhibit 10.3
to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024). |
| 10.60 |
|
Eighth
Amendment to Credit Agreement, dated as of June 10, 2024, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the
other guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the
lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with
the SEC on June 14, 2024). |
| 10.61 |
|
Amendment
to the Term Loan Security Agreement, dated June 19, 2024, among Alpine Holdings II, LLC, PF Proppant Holdings, LLC, certain
other Affiliates of the Borrower party, Red River Land Holdings, LLC, Performance Royalty LLC, Alpine Monahans, LLC, Alpine Monahans
II, LLC, Monarch Silica, LLC, Alpine Real Estate Holdings, LLC, and CLMG Corporation, as collateral agent (incorporated by reference
to Exhibit 10.5 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024). |
| 10.62# |
|
First
Amendment to Employment Agreement, effective as of September 25, 2024, between ProFrac Holdings II, LLC and Michael Henry (incorporated
by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on October 1,
2024). |
| 10.63 |
|
Indemnification
Agreement (Michael Henry) (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K
filed with the SEC on October 1, 2024). |
| 21.1 |
|
List
of Subsidiaries of ProFrac Holding Corp. (incorporated by reference to Exhibit 21.1 to ProFrac Holding Corp.’s Annual
Report on Form 10-K filed with the SEC on March 10, 2025). |
| 23.1** |
|
Consent
of Grant Thornton LLP. |
| 23.2** |
|
Consent
of Grant Thornton LLP. |
| 23.3** |
|
Consent
of Grant Thornton LLP. |
| 23.4** |
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |
| 23.5** |
|
Consent
of John T. Boyd Company. |
| 23.6* |
|
Consent
of Grant Thornton LLP. |
| 23.7* |
|
Consent
of KPMG LLP. |
| 101.INS** |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within
the Inline XBRL document. |
| 101.SCH** |
|
Inline
XBRL Taxonomy Extension Schema Document |
| 101.CAL** |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF** |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB** |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104** |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Previously filed.
# Compensatory plan or arrangement.
† The schedules 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 any section thereof,
to the SEC upon request.
^ Certain portions of this
exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an
unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
Signatures
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Willow Park, State of Texas, on March 13, 2025.
| |
ProFrac Holding Corp. |
| |
|
| |
By: |
/s/
Matthew D. Wilks |
| |
|
Name: |
Matthew D. Wilks |
| |
|
Title: |
Executive Chairman and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities indicated on March 13, 2025.
| Signature |
|
Title |
| |
|
|
| /s/
Matthew D. Wilks |
|
Executive
Chairman and Director |
| Matthew
D. Wilks |
|
(Principal
Executive Officer) |
| |
|
|
| /s/
Austin Harbour |
|
Chief
Financial Officer |
| Austin
Harbour |
|
(Principal
Financial Officer) |
| |
|
|
| /s/
Michael S. Henry |
|
Principal
Accounting Officer |
| Michael
S. Henry |
|
(Principal
Accounting Officer) |
| |
|
|
| * |
|
Chief
Executive Officer |
| Johnathan
Ladd Wilks |
|
|
| |
|
|
| * |
|
Director |
| Sergei
Krylov |
|
|
| |
|
|
| * |
|
Director |
| Terry
Glebocki |
|
|
| |
|
|
| * |
|
Director |
| Stacy
Nieuwoudt |
|
|
| |
|
|
| * |
|
Director |
| Gerald
Haddock |
|
|
| |
|
|
| * |
|
Director |
| Coy
Randle |
|
|
| *By: |
|
|
| |
/s/ Matthew
D. Wilks |
|
| |
Matthew D. Wilks |
|
| |
Attorney-In-Fact |
|