Form 4: Insider Boosts ProFrac Stake with $10M Share Purchase

THRC Holdings, LP, a 10% owner and director, acquired 2.5 million shares of ProFrac Holding Corp. Class A common stock for $10 million in a public offering.

Summary

• THRC Holdings, LP, a 10% owner and director of ProFrac Holding Corp. (ACDC), purchased 2,500,000 shares of Class A common stock.
• The transaction occurred on August 14, 2025, at a price of $4 per share, totaling $10,000,000.
• This purchase was part of a public offering that closed on the same date under a shelf registration.
• Following this transaction, THRC Holdings, LP's total beneficial ownership in ProFrac Holding Corp. is 82,389,657 shares of Class A common stock.
• This total beneficial ownership comprises 80,623,143 directly held Class A shares, 1,723,770 Class A shares convertible from Series A Preferred Stock (including 33,799 new shares from a PIK dividend), and 42,744 shares from warrants.
• THRC Management, LLC, as General Partner of THRC Holdings, and Dan Wilks, as sole manager of THRC Management, are deemed to beneficially own these shares due to voting and investment control.

Sentiment

Score: 8

Explanation: A substantial insider purchase by a major shareholder and director signals strong confidence in the company's valuation and future prospects, which is generally a very positive indicator for investors.

Positives

• Significant insider purchase of 2.5 million shares indicates strong confidence from a major shareholder and director.
• The purchase price of $4 per share suggests a belief in the company's value at or above this level.
• Increased beneficial ownership by a key insider group (THRC Holdings, THRC Management, and Dan Wilks) strengthens alignment with shareholder interests.

Risks

• Reporting Persons disclaim beneficial ownership of all equity securities reported except to the extent of their respective pecuniary interest therein.

Future Outlook

N/A. This filing reports a change in beneficial ownership and does not contain forward-looking statements or guidance.

Management Comments

• Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

Industry Context

This Form 4 filing details an insider stock purchase, which is a company-specific event and does not directly reflect broader industry trends or competitor actions. However, significant insider buying can signal confidence in the company's prospects within its industry.

Comparison to Industry Standards

• N/A. This filing reports an insider transaction and does not provide financial results or operational metrics for comparison against industry standards or global benchmarks.

Related Party Transactions

• THRC Holdings, LP, a 10% owner and director of ProFrac Holding Corp., acquired shares from the company's public offering, constituting a related party transaction.
• THRC Management, LLC, as General Partner of THRC Holdings, and Dan Wilks, as sole manager of THRC Management, are also deemed beneficial owners, highlighting the interconnectedness of the parties involved in the transaction.

Stakeholder Impact

• Shareholders: Potentially positive due to insider confidence and the company's successful capital raise.
• Company: Benefits from the capital raised through the public offering, which can be used for operations, growth, or debt reduction.

Key Dates

Recommendation

The significant purchase of 2.5 million shares by a 10% owner and director, THRC Holdings, LP, at a price of $4 per share, demonstrates strong conviction in ProFrac Holding Corp.'s valuation and future prospects. Such a substantial insider investment, particularly as part of a public offering, signals management's belief that the stock is undervalued or poised for growth, making it a compelling 'strong buy' signal for seasoned investors.

Keywords

ProFrac Holding Corp, ACDC, THRC Holdings, insider purchase, stock acquisition, beneficial ownership, Form 4, Class A common stock, public offering