| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock, par value $0.01 per share | 03/28/2025 | A | 85,603(1) | A | $0 | 269,869 | D | |||
| Class A common stock, par value $0.01 per share | 03/28/2025 | F | 6,889(2) | D | $0 | 262,980 | D | |||
| Class A common stock, par value $0.01 per share | 03/28/2025 | D | 19,427(3) | D | $7.71 | 243,553 | D | |||
| Class A common stock, par value $0.01 per share | 03/31/2025 | F | 2,470(4) | D | $0 | 241,083 | D | |||
| Class A common stock, par value $0.01 per share | 03/31/2025 | D | 7,673(5) | D | $7.59 | 233,410 | D | |||
| Class A common stock, par value $0.01 per share | 1,220,978 | I | Through Limited Partnership(6) | |||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A redeemable convertible preferred stock | $20 | 09/29/2024 | (7) | Class A common stock, par value $0.01 per share | 55,204 | 1,000 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects restricted stock units granted to the reporting person under the ProFrac Holding Corp. 2022 Long Term Incentive Plan. Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A common stock, par value $0.01 per share, and will vest in three equal annual installments beginning in March 2026. |
| 2. Represents shares withheld to satisfy withholding taxes applicable upon vesting of the March 28, 2024 grant of restricted stock units under the 2022 Long Term Incentive Plan. |
| 3. Reflects the disposal of restricted stock units granted to the reporting person on March 28, 2024, which vested on March 28, 2025 and were settled with the reporting person in cash. |
| 4. Represents shares withheld to satisfy withholding taxes applicable upon vesting of the March 31, 2023 grant of restricted stock units under the 2022 Long Term Incentive Plan. |
| 5. Reflects the disposal of restricted stock units granted to the reporting person on March 31, 2023, which vested on March 31, 2025 and were settled with the reporting person in cash. |
| 6. KWELL Holdings, LP ("KHLP"), a Texas limited partnership, directly holds these securities. KWELL Group, LLC ("KWELL Group"), a Texas limited liability company, as General Partner of KHLP, has exclusive voting and investment control over the shares of Class A common stock held by KHLP, and therefore may be deemed to beneficially own such shares. Ladd Wilks, as manager of KWELL Group, may exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by KHLP. The Reporting Person disclaims beneficial ownership of all equity securities being reported herein except to the extent of his pecuniary interest therein. |
| 7. Issuer's Series A convertible preferred stock has no expiration date as it is not redeemable at the option of holder and does not automatically convert into common stock on a specified date. |
| /s/ Steven Scrogham, Attorney-in-Fact | 04/01/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.