SCHEDULE 13D/A: ProFrac Group Amends Flotek Industries Ownership, Seeks Shareholder Approval for New Warrant Exercise

ProFrac Holding Corp. and its affiliates have filed an amended Schedule 13D, increasing their reported beneficial ownership in Flotek Industries, Inc. to 61.1% and seeking shareholder approval for the exercise of a new 6 million share warrant.

Summary

• This Amendment No. 7 updates the Schedule 13D filing for Flotek Industries, Inc. by ProFrac Holding Corp. and its affiliates.
• ProFrac GDM, LLC has been added as a new Reporting Person.
• The amendment includes 6,000,000 shares of Flotek Industries' Common Stock issuable to ProFrac GDM upon exercise of a warrant issued on April 28, 2025 (the "April 2025 Warrant").
• ProFrac Holding Corp., ProFrac Holdings, LLC, and ProFrac Holdings II, LLC collectively beneficially own 23,244,721 shares of Common Stock, representing approximately 61.1% of the issued and outstanding shares.
• This beneficial ownership includes 2,184,140 shares from June 2022 Prefunded Warrants, 15,060,581 directly owned shares, and the 6,000,000 shares from the April 2025 Warrant.
• ProFrac GDM, LLC alone may be deemed to beneficially own 6,000,000 shares, representing approximately 16.7% of the issued and outstanding shares.
• The percentage of class is calculated based on 29,852,074 shares outstanding as of May 19, 2025, plus the shares issuable from the June 2022 Prefunded Warrants and the April 2025 Warrant.
• A special meeting of Flotek Industries' stockholders is scheduled for July 9, 2025, to seek approval for the issuance of shares underlying the April 2025 Warrant.
• The April 2025 Warrant will be exercisable in full once stockholder approval is obtained.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing updating beneficial ownership and a contingent warrant exercise. It contains no explicit positive or negative sentiment, maintaining a neutral tone.

Risks

• The exercise of the 6,000,000 shares underlying the April 2025 Warrant is contingent upon obtaining stockholder approval at the special meeting scheduled for July 9, 2025. Failure to obtain this approval would prevent the full exercise of the warrant.

Future Outlook

The full exercisability of the 6,000,000 shares underlying the April 2025 Warrant is contingent upon obtaining stockholder approval at a special meeting scheduled for July 9, 2025. This indicates a future event that will finalize the ownership structure related to this warrant.

Industry Context

NA

Corporate Governance

Legal Proceedings

• No Reporting Person has, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or other similar misdemeanors).
• No Reporting Person has, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• The April 2025 Warrant was issued to ProFrac GDM, LLC, which is a wholly-owned, indirect subsidiary of ProFrac Holdings II, LLC. ProFrac Holdings II, LLC is a subsidiary within the ProFrac Holding Corp. group, which is the largest beneficial owner of Flotek Industries, Inc. This constitutes a transaction between related parties due to the significant ownership and control relationships.
• The beneficial ownership structure indicates a controlling stake by the ProFrac group, making any transactions between Flotek and ProFrac entities related-party dealings.

Stakeholder Impact

• Shareholders: The potential issuance of 6,000,000 shares upon warrant exercise could lead to dilution of existing shareholders' ownership percentage. The upcoming special meeting requires shareholder participation and voting on this matter.
• Company (Flotek Industries): The approval and exercise of the warrant would increase the number of outstanding shares and potentially provide capital or settle obligations, impacting the company's capital structure.

Next Steps

• Flotek Industries, Inc. will hold a special meeting of stockholders on July 9, 2025, to seek approval for the issuance of shares underlying the April 2025 Warrant.

Key Dates

Keywords

SEC filing, Schedule 13D/A, beneficial ownership, Flotek Industries, ProFrac Holding Corp., warrant, shareholder approval, common stock, corporate governance, equity stake