Equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Equity |
5. EQUITY Transfer of Flotek Common Stock 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. The average transaction price of $26.01 per share was based on the five-day volume-weighted average price of Flotek's common stock prior to closing. After this transaction, the Company is still the primary beneficiary of Flotek and continues to consolidate the operating results, assets and liabilities of Flotek. As such, we recorded the effects of this transaction as an equity transaction. Class A Common Stock In August 2025, we issued 20.6 million shares of Class A common stock, par value $0.01 per share at an offering price of $4.00 per share. The issuance of these shares generated net proceeds of $79.0 million, after deducting underwriter discounts and commissions and offering costs. The Wilks Parties bought 5.0 million shares of these Class A common stock, generating $20.0 million of gross proceeds. Preferred Stock In September 2023, we issued and sold 50,000 shares of Series A preferred stock, par value $0.01 per share (the “Preferred Stock”), to two entities controlled by the Wilks Parties. The Preferred Stock was sold for aggregate consideration of $50.0 million, and resulted in net proceeds to the Company of $48.9 million after the payment of $1.1 million in issuance costs. The Preferred Stock ranks senior to our common stock with respect to dividend rights and distribution rights in the event of any liquidation, winding-up or dissolution of the Company. The amount that each share of Preferred Stock is entitled to in liquidation is equal to a liquidation preference. The liquidation preference initially equals the original issue price per share of $1,000.00 for each share of Preferred Stock and is increased as the result of any paid-in-kind dividends (“Liquidation Preference”). Whether or not declared by the board of directors and whether or not there are funds legally available for the payment of dividends, holders of outstanding shares of Preferred Stock shall be entitled to cumulative paid-in-kind dividends at a rate per share equal to an annual rate of 8% on the then-applicable Liquidation Preference. Such dividends shall compound and be payable quarterly in arrears. The Preferred Stock holders have the option to convert each Preferred Stock share into shares of our common stock at a conversion ratio. The conversion ratio is defined as the Liquidation Preference as of the date of the conversion divided by the conversion price of $20.00, where such conversion price is subject to adjustment upon the occurrence of specified events set forth under terms of the Preferred Stock. At September 30, 2026, the Preferred Stock was convertible into 3.2 million common shares. The Preferred Stock is redeemable at the Company's option at any time. The redemption price per share is an amount in cash equal to the Liquidation Preference as of the date of redemption multiplied by 1.15 (“Redemption Amount”). As of September 30, 2026, the Redemption Amount of the Preferred Stock would be $73.0 million. The holders of the Preferred Stock are also common stockholders of the Company and collectively control our board of directors. Therefore, the Preferred Stock holders could direct the Company to redeem the Preferred Stock at any time. As a result, we have classified the Preferred Stock as mezzanine equity on our unaudited condensed consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings. |