SCHEDULE: ProFrac Holding Corp. Schedule 13D Amendment

Sentiment:

Schedule 13D Amendment


ProFrac Holding Corp. reports an amendment to its Schedule 13D filing, detailing beneficial ownership of Class A common stock by various entities and individuals associated with the Wilks family.

Summary

  • This filing is an amendment to a Schedule 13D for ProFrac Holding Corp., concerning the beneficial ownership of Class A common stock.
  • The amendment is filed by a group of reporting persons including THRC Holdings, LP, THRC Management, LLC, FARJO Holdings, LP, FARJO Management, LLC, Dan Wilks, Farris Wilks, Jo Ann Wilks, the Farris and Jo Ann Wilks 2022 Family Trust, Heavenly Father's Foundation, Wilks Brothers, LLC, and Matthew D. Wilks.
  • Collectively, these reporting persons beneficially own 150,570,115 shares of Class A Common Stock, representing approximately 82.7% of the Issuer's outstanding shares.
  • This ownership percentage is calculated based on 180,920,753 shares outstanding as of May 1, 2026, and an additional 1,071,454 shares issued to Wilks Brothers LLC on June 25, 2026.
  • The shares were acquired for general investment purposes.
  • Several powers of attorney are included, designating Robert Early to execute and file SEC forms on behalf of the reporting persons.
  • Schedule I details a transaction on June 25, 2026, where Wilks Brothers, LLC acquired 1,071,454 shares at $4.72 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily serves as an administrative update on beneficial ownership and does not contain new strategic information or financial performance data.

Positives

  • Significant beneficial ownership of ProFrac Holding Corp. Class A common stock by a group of related entities and individuals, indicating a strong vested interest.
  • The acquisition of shares by Wilks Brothers LLC on June 25, 2026, at $4.72 per share, suggests continued investment or consolidation of holdings.

Risks

  • Concentration of ownership (82.7%) could limit the free float of shares and potentially impact market liquidity.
  • While not explicitly stated as a risk, the significant control by a single group could lead to potential conflicts of interest or influence over corporate decisions that may not align with minority shareholder interests.

Future Outlook

The filing does not contain forward-looking statements or guidance. It primarily reports on current beneficial ownership and past transactions.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for understanding significant ownership changes and potential shifts in control within publicly traded companies, particularly in sectors like oilfield services where ProFrac Holding Corp. operates.

Related Party Transactions

  • The filing details a transaction where Wilks Brothers LLC acquired 1,071,454 shares of Class A Common Stock at $4.72 per share on June 25, 2026. Wilks Brothers LLC is owned 50% by Dan Wilks and 50% by Farris Wilks, both of whom are also reporting persons and involved in other related entities.
  • The reporting persons are a group of entities and individuals (Wilks family members and associated entities) who collectively hold a significant stake in ProFrac Holding Corp., indicating a close relationship and coordinated action regarding their holdings.

Stakeholder Impact

  • Shareholders: The high concentration of ownership (82.7%) by a single group may limit the liquidity of shares available to the public market. Minority shareholders may have less influence on corporate governance decisions.
  • Management: The significant ownership by the Wilks group implies substantial influence over the company's strategic direction and management decisions.
  • Creditors: A stable, concentrated ownership structure can be viewed positively by creditors as it suggests a consistent strategic vision and potentially less risk of abrupt changes in corporate policy.

Next Steps

  • Reporting persons will continue to file amendments to Schedule 13D as required by SEC regulations.
  • Future transactions in ProFrac Holding Corp. securities by the reporting persons will necessitate further amendments.

Key Dates

DateDescription
2022-05-27Initial Schedule 13D filing date.
2022-07-07Amendment No. 1 filing date.
2022-11-28Amendment No. 2 filing date.
2023-01-30Amendment No. 3 filing date.
2023-04-26Amendment No. 4 filing date.
2023-06-05Amendment No. 5 filing date.
2024-05-30Amendment No. 6 filing date.
2024-09-30Amendment No. 7 filing date.
2024-12-31Amendment No. 8 filing date.
2025-03-20Amendment No. 9 filing date.
2025-08-14Amendment No. 10 filing date.
2026-05-01Date as of which Class A Common Stock outstanding shares were disclosed in Issuer's Form 10-Q.
2026-05-08Date of Issuer's Form 10-Q filing.
2026-06-25Date of issuance of Class A Common Stock to Wilks Brothers LLC and transaction date for Wilks Brothers, LLC acquisition.
2026-06-29Date of execution for Powers of Attorney and Joint Filing Agreement.
2026-08-18Date of Joint Filing Agreement.

Keywords

ProFrac Holding Corp., Schedule 13D, Beneficial Ownership, Class A Common Stock, Wilks Family, THRC Holdings, FARJO Holdings, SEC Filing, Amendment

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