4. DEBT

Senior Secured Notes Due 2029

In January 2026, ProFrac Holdings II, LLC issued an additional $25.0 million aggregate principal amount of its 2029 Senior Notes at par to Beal Bank USA in a private placement to fund capital expenditures with any remaining proceeds used for general corporate purposes. These notes were issued as additional notes pursuant to the original indenture as amended. These new notes and the notes previously issued under the indenture are treated as a single series of securities under the indenture and the new notes have substantially identical terms, other than the issue date, issue price and first payment date, as the existing notes and are secured by a security interest in the same collateral.

2026 ABL Credit Facility

On July 1, 2026, ProFrac LLC, ProFrac Holdings II, LLC, as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement (the “2026 ABL Credit Facility”), with a group of lenders with Eclipse Business Capital LLC as administrative agent, collateral agent, and swingline lender. The 2026 ABL Credit Facility is scheduled to expire on the earlier of July 1, 2030 or 91 days prior to the stated maturity of certain material indebtedness. Currently, our 2029 Senior Notes meet the definition of material indebtedness under the 2026 ABL Credit Facility and mature in January 2029. Therefore the 2026 ABL Credit Facility currently expires in October 2028.

The 2026 ABL Credit Facility provides for a maximum availability of $300.0 million, and includes an uncommitted accordion feature that permits us to request up to $25.0 million of increased commitments. The maximum availability of credit under the 2026 ABL Credit Facility is limited at any time to the lesser of the lenders’ committed amounts or a borrowing base. The borrowing base is based on percentages of eligible accounts receivable and eligible inventory, which serve as collateral for the 2026 ABL Credit Facility, and is subject to certain reserves. Assets of our Alpine subsidiary are excluded from the borrowing base. If at any time borrowings and letters of credit issued under the credit facility exceed the borrowing base, we will be required to repay an amount equal to such excess.

Borrowings under the 2026 ABL Credit Facility accrue interest at either a SOFR rate (subject to a 2% floor) or a base rate, plus an applicable margin. The applicable margin for SOFR rate loans ranges from 4.0% to 4.5% and for base rate loans ranges from 3.0% to 3.5%. The 2026 ABL Credit Facility bears an unused line fee at an annual rate of 0.5%.

If the amount available under the credit facility is less than the lesser of 15% of our maximum availability or 15% of the borrowing base, and such conditions continue for more than three (3) Business Days, or if certain specified events of default occur, we will be subject to the cash dominion provisions under the agreement until availability exceeds such threshold for twenty consecutive days and no such specified event of default is continuing. If the amount available under the credit facility is less than the lesser of 10% of our maximum availability or 10% of the borrowing base, we will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 until availability exceeds such threshold for twenty consecutive days. The credit facility also imposes an annual limit on capital expenditures (as defined in the credit agreement) on our Stimulation Services segment.

The 2026 ABL Credit Facility contains certain customary representations and warranties and affirmative and negative covenants. The negative covenants include, subject to customary exceptions, limitations on indebtedness, dividends, distributions and certain other payments, investments, acquisitions, prepayments of specified junior indebtedness, amendments of specified junior indebtedness, transactions with affiliates, dispositions, mergers and consolidations, liens, restrictive agreements, sale and leaseback transactions, changes in fiscal periods and changes in line of business. The Company was in compliance with all covenants, and there were no existing defaults or events of default related to the 2026 ABL Credit Facility, as of September 30, 2026.

As of September 30, 2026, the maximum availability under the 2026 ABL Credit Facility was limited to our eligible borrowing base of $245.2 million with $148.4 million of borrowings outstanding and $18.1 million of letters of credit outstanding, resulting in approximately $78.7 million of remaining availability.

2022 ABL Credit Facility

On March 3, 2026, we entered into an amendment to the 2022 ABL Credit Facility pursuant to which, among other changes, (a) the maximum availability under the facility was reduced to $275.0 million, (b) the scheduled maturity date of the facility was extended six months to September 3, 2027, (c) the applicable margin for SOFR rate loans was revised to range from 1.75% to 2.25%, subject to step-ups of 0.25% at three month intervals following the amendment effective date, up to a range from 3.00% to 3.50%, (d) the unused line fee was revised to 0.375% at all times, (e) certain negative covenant exceptions were curtailed or removed and (f) the $15.0 million minimum liquidity covenant was replaced with a $45.0 million minimum availability covenant.

On July 1, 2026, we repaid in full all outstanding obligations under, and terminated, the 2022 ABL Credit Facility in connection with entering into the 2026 ABL Credit Facility. Upon such repayment and termination, all commitments under the 2022 ABL Credit Facility were terminated and all liens securing the obligations thereunder were released.

Alpine 2023 Term Loan

In December 2023, our Alpine subsidiary entered into a senior secured term loan credit agreement (the “Alpine Term Loan Credit Agreement”) that matures in January 2029, with CLMG Corp. as administrative agent and collateral agent, and the lenders party thereto, providing for a term loan of $365.0 million (the “Alpine 2023 Term Loan”). The Company primarily used these proceeds to repay outstanding principal amounts of other existing debt.

In September 2026, we and the lenders amended the Alpine 2023 Term Loan (the “Alpine Term Loan September 2026 Amendment”) to extend its maturity to February 2030. Below is a discussion of certain terms of the Alpine 2023 Term Loan and the effects of the Alpine Term Loan September 2026 Amendment, if any.

Borrowings under the Alpine 2023 Term Loan accrue interest at either an Adjusted SOFR rate or a base rate, plus an applicable margin of 7.25% per annum with a 3.00% Adjusted SOFR floor. The Adjusted SOFR rate is equal to the applicable Secured Overnight Financing Rate plus 0.11448% per annum. The Alpine Term Loan September 2026 Amendment did not affect these terms. Under the Alpine Term Loan September 2026 Amendment, Alpine has the option to pay interest in kind through an increase in the principal amount of the Alpine 2023 Term Loan with respect to up to 6.75% per annum of the applicable interest rate (approximately 60% of each interest payment at current rates) during the period from September 2026 through August 2027. Alpine elected to pay approximately 60% of its September 2026 interest payment in kind.

Prior to the Alpine Term Loan September 2026 Amendment, the Alpine 2023 Term Loan required minimum quarterly payments including principal payments of $15.0 million on September 30, 2026, and on the last day of each calendar quarter thereafter. Under the terms of the Alpine Term Loan September 2026 Amendment, no amortization is required for the quarters ending September 30, 2026 through March 31, 2028, and amortization payments of $10.0 million are required to be made on June 30, 2028, September 30, 2028 and December 31, 2028, and $15.0 million on the last day of each calendar quarter thereafter. If the 2029 Senior Notes are repaid in full, then amortization payments of $15.0 million will be required on the last day of each calendar quarter following the repayment of our 2029 Senior Notes. Such amortization payment in the calendar quarter that the 2029 Senior Notes are repaid will be prorated based on the number of days in the calendar quarter after the repayment.

The Alpine Term Loan September 2026 Amendment requires an excess cash flow payment to be calculated for each calendar quarter and paid within 50 days of the end of the first three calendar quarters and within 125 days of the end of the fourth calendar quarter. The excess cash flow payment is subject to an excess cash flow formula defined in the Alpine Term Loan September 2026 Amendment. Such excess cash flow payment will not be required unless Alpine's cash and cash equivalents will be at least $5.0 million after giving effect to such payment.

In connection with any voluntary prepayment of the Alpine 2023 Term Loan made after December 31, 2025 through December 27, 2026, Alpine will incur a premium of 2%. This premium declines to 1.0% for voluntary prepayments made after December 27, 2026 through December 27, 2027. The Alpine 2023 Term Loan may be prepaid at par after December 27, 2027. The Alpine Term Loan September 2026 Amendment did not affect these terms.

The Alpine 2023 Term Loan is guaranteed by ProFrac Holding Corp. and all of Alpine’s subsidiaries. The Alpine 2023 Term Loan is secured by a lien on, and security interest in, substantially all of Alpine’s and its subsidiaries' assets. The Alpine Term Loan September 2026 Amendment did not affect the security for the Alpine 2023 Term Loan, but amended ProFrac Holding Corp.’s guarantee to restrict ProFrac Holding Corp.’s ability to make distributions of cash or other property, subject to customary exceptions and a $1.0 million annual basket.

The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2028, 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. The Alpine 2023 Term Loan contains covenants that limit Alpine’s ability to issue additional debt, pay dividends or distributions, sell its assets, or enter into certain other transactions. The Alpine Term Loan September 2026 Amendment did not affect the Total Net Leverage Ratio covenant and tightened certain negative covenants.

In connection with the Alpine Term Loan September 2026 Amendment, (a) certain Wilks Parties purchased $60.0 million in principal amount of Alpine 2023 Term Loans, (b) ProFrac GDM, LLC, an indirect wholly owned subsidiary of the Company, transferred approximately 2.3 million shares of Flotek common stock to such Wilks Parties and (c) Alpine 2023 Term Loan lenders agreed that only such purchased term loans (including any prepayment premium or make-whole amount) were deemed to be repaid in full and cancelled. The remaining Alpine 2023 Term Loans remained outstanding.

Flotek Term Loan

In September 2026, Flotek entered into a senior secured term loan credit agreement (the “Flotek Term Loan Credit Agreement”) that matures in September 2031, with agents and the lenders party thereto, providing for an initial term loan of $75.0 million and delayed draw term loan commitments of $15.0 million, which delayed draw commitments may be increased at lenders’ discretion to $45.0 million (the “Flotek Term Loan”). Flotek used a portion of these proceeds to repay outstanding principal amounts of other existing debt and expects to use the remainder to fund capital expenditures, working capital and general corporate purposes.

Borrowings under the Flotek Term Loan accrue interest at a Term SOFR rate, plus an applicable margin of 6.50% per annum with a 2.50% Term SOFR floor. The Term SOFR rate is equal to the applicable Secured Overnight Financing Rate.

Beginning in October 2028, Flotek is required to repay 0.25% of the aggregate initial principal amount of its term loans in quarterly installments. Beginning in October 2028, the Flotek Term Loan may be voluntarily prepaid without premium or penalty, other than a minimum multiple-on-invested-capital payment (based on a 1.30x multiple, or a blended multiple between 1.30x and 1.20x if delayed draw term loans are funded) that is payable upon any repayment in full of the Flotek Term Loan, whether by voluntary or mandatory prepayment, at maturity or upon acceleration.

The Flotek Term Loan is secured by a lien on, and security interest in, substantially all of Flotek’s assets.

The Flotek Term Loan contains a covenant commencing with the fiscal quarter ending December 31, 2026, requiring Flotek not to exceed a maximum Consolidated Leverage Ratio, defined as consolidated net debt divided by an adjusted EBITDA calculation, of 3.00 to 1.00. The Flotek Term Loan contains covenants that limit Flotek’s ability to issue additional debt, pay dividends or distributions, sell its assets, or enter into certain other transactions.

One of the lenders under the Flotek Term Loan Credit Agreement, PC Energy Credit I, LLC, a related party to the Company controlled by the Wilks Parties, exchanged $12.5 million of the obligations under the Flotek PWRtek Note for an equal amount of Flotek Term Loans.

Flotek was in compliance with all covenants, and there were no existing defaults or events of default related to the Flotek Term Loan as of September 30, 2026.

Flotek PWRtek Note

In September 2026, Flotek repaid in full all outstanding obligations under, and terminated, the Flotek PWRtek Note in connection with entering into the new Flotek Term Loan. Upon such repayment and termination, all commitments under the Flotek PWRtek Note were terminated and all liens securing the obligations thereunder were released.

Debt Compliance

Both the 2029 Senior Notes and the 2026 ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of September 30, 2026, 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, 2028, 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.

Maturities of Debt