Form 4: ProFrac Holding Corp. Executive Receives Performance RSUs

Steven Scrogham, CLO, CCO & Corp. Sec. of ProFrac Holding Corp., was granted 150,000 performance-based restricted stock units (RSUs) tied to specific stock price targets.

Summary

• Steven Scrogham, Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of ProFrac Holding Corp., received a grant of 150,000 performance-based restricted stock units (RSUs) on April 7, 2026.
• These RSUs are part of the ProFrac Holding Corp. 2022 Long Term Incentive Plan and represent the contingent right to receive shares of Class A common stock.
• Vesting of the RSUs is contingent upon the achievement of specific stock price targets and continued employment.
• The RSUs will vest in tranches: 10% when the 30-day volume-weighted average price (VWAP) reaches $7.00, 25% at $10.00, 25% at $14.00, and the remaining 40% at $18.00.
• Vesting is also subject to Mr. Scrogham remaining continuously employed by the company in good standing on each applicable vesting date.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a standard grant of performance-based equity to an executive, with vesting contingent on future company performance and continued employment.

Positives

• Grant of performance-based RSUs indicates a focus on long-term incentive alignment between management and shareholders.
• The tiered vesting structure incentivizes sustained stock price appreciation.
• The grant is tied to specific, measurable stock price targets, providing clear performance benchmarks.

Negatives

• The RSUs are performance-based and contingent on stock price appreciation and continued employment, meaning they may not vest if targets are not met or employment ceases.
• The earliest potential vesting date is April 7, 2027, with further vesting dependent on achieving stock price thresholds.

Risks

• Failure to achieve the specified stock price targets ($7.00, $10.00, $14.00, $18.00 VWAP) will result in non-vesting of the RSUs.
• Cessation of employment with ProFrac Holding Corp. or an affiliate before a vesting date will result in forfeiture of unvested RSUs.
• Market volatility and external economic factors could prevent the stock price from reaching the required thresholds.

Future Outlook

The future outlook for the vesting of these RSUs is directly tied to ProFrac Holding Corp.'s stock performance, with specific targets set for $7.00, $10.00, $14.00, and $18.00 VWAP thresholds, and requires continued employment.

Management Comments

• The RSUs represent the contingent right to receive one share of the Issuer's Class A common stock, par value $0.01 per share if certain performance criteria are met.
• The Reporting Person must also remain continuously employed by and in good standing with the Company or an affiliate on each applicable vesting date.

Industry Context

StockSavvy.ai notes that the issuance of performance-based RSUs is a common practice in the energy services sector, particularly for companies like ProFrac Holding Corp., to align executive compensation with shareholder value creation and long-term strategic goals.

Stakeholder Impact

• Shareholders: The grant aligns executive incentives with stock price appreciation, potentially benefiting shareholders if targets are met.
• Employees: The performance-based nature of the RSUs may create a competitive environment for achieving stock price goals.
• Management (Steven Scrogham): Receives potential for significant equity award, contingent on performance and continued service.

Next Steps

• Monitor ProFrac Holding Corp.'s stock price performance to assess the likelihood of the RSUs vesting.
• Observe continued employment of Steven Scrogham with the company.

Key Dates

Keywords

ProFrac Holding Corp., ACDC, Form 4, Restricted Stock Units, RSUs, Performance-based compensation, Stock options, Executive compensation, Insider trading, Securities Exchange Act, Long Term Incentive Plan, Steven Scrogham