If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II, LLC ("ProFrac Holdings II") upon exercise of the prefunded warrants issued to ProFrac Holdings II on June 21, 2022 (the "June 2022 Prefunded Warrants") and (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II. (2) Percent of class is calculated based on (i) 29,826,816 shares of Common Stock issued and outstanding as of March 20, 2025, as reported in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on April 2, 2025 in connection with the Issuer's 2025 annual stockholder meeting (the "2025 Proxy Statement"), plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, subject to the terms and conditions thereof as previously disclosed in this Schedule 13D. (3) The beneficial ownership described in the table above and in footnotes (1) and (2) excludes 6,000,000 shares of Common Stock issuable to ProFrac GDM, LLC ("ProFrac GDM") upon exercise of a warrant issued by the Issuer to ProFrac GDM on April 28, 2025 (the "April 2025 Warrant"), because the Common Stock underlying such warrant is not deemed to be "beneficially owned" under applicable SEC rules. Issuer shareholder approval is required in order for the Common Stock underlying the April 2025 Warrant to become issuable thereunder. Please refer to Item 5 herein for a description and calculation of the Reporting Persons' beneficial ownership if the shares underlying the April 2025 Warrant were deemed to be "beneficially owned" under applicable SEC rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants and (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II. (2) Percent of class is calculated based on (i) 29,826,816 shares of Common Stock issued and outstanding as of March 20, 2025, as reported in the 2025 Proxy Statement, plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, subject to the terms and conditions thereof as previously disclosed in this Schedule 13D. (3) The beneficial ownership described in the table above and in footnotes (1) and (2) excludes 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant, because the Common Stock underlying such warrant is not deemed to be "beneficially owned" under applicable SEC rules. Issuer shareholder approval is required in order for the Common Stock underlying the April 2025 Warrant to become issuable thereunder. Please refer to Item 5 herein for a description and calculation of the Reporting Persons' beneficial ownership if the shares underlying the April 2025 Warrant were deemed to be "beneficially owned" under applicable SEC rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants and (ii) 15,060,581 shares of Common Stock directly owned by ProFrac Holdings II. (2) Percent of class is calculated based on (i) 29,826,816 shares of Common Stock issued and outstanding as of March 20, 2025, as reported in the 2025 Proxy Statement, plus (ii) 2,184,140 shares of Common Stock issuable to ProFrac Holdings II upon exercise of the June 2022 Prefunded Warrants, subject to the terms and conditions thereof as previously disclosed in this Schedule 13D. (3) The beneficial ownership described in the table above and in footnotes (1) and (2) excludes 6,000,000 shares of Common Stock issuable to ProFrac GDM upon exercise of the April 2025 Warrant, because the Common Stock underlying such warrant is not deemed to be "beneficially owned" under applicable SEC rules. Issuer shareholder approval is required in order for the Common Stock underlying the April 2025 Warrant to become issuable thereunder. Please refer to Item 5 herein for a description and calculation of the Reporting Persons' beneficial ownership if the shares underlying the April 2025 Warrant were deemed to be "beneficially owned" under applicable SEC rules.


SCHEDULE 13D


 
ProFrac Holding Corp.
 
Signature:/s/ Steven Scrogham
Name/Title:Steven Scrogham/Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary
Date:04/30/2025
 
ProFrac Holdings, LLC
 
Signature:/s/ Steven Scrogham
Name/Title:Steven Scrogham/Corporate Secretary
Date:04/30/2025
 
ProFrac Holdings II, LLC
 
Signature:/s/ Steven Scrogham
Name/Title:Steven Scrogham/Chief Financial Officer
Date:04/30/2025