Form 4: ProFrac Insiders Restructure Stock Holdings

Sentiment:

Insider Ownership Change


ProFrac Holding Corp. directors and 10% owners, Farris and Jo Ann Wilks, restructured their beneficial ownership of Series A common stock through an in-kind distribution from Farjo Holdings, LP.

Summary

  • Farris Wilks and Jo Ann Wilks, both directors and 10% owners of ProFrac Holding Corp. (ACDC), are the reporting persons.
  • On September 9, 2025, Farjo Holdings, LP disposed of 977,771 shares of ProFrac Holding Corp. Series A common stock as a pro rata in-kind distribution to its partners for no consideration.
  • Concurrently, Farris C. Wilks directly acquired 431,380 shares of Series A common stock for no consideration as part of this distribution.
  • Following these transactions, Farris C. Wilks directly beneficially owns 4,096,512 shares of Series A common stock.
  • Farjo Holdings, LP retains indirect beneficial ownership of 7 shares of Series A common stock.
  • Farris C. Wilks, as the sole manager of FARJO Management, LLC (the General Partner of FARJO Holdings), may be deemed to exercise voting and investment power over the shares held by FARJO Holdings.
  • The reporting persons disclaim beneficial ownership of the reported equity securities except to the extent of their respective pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of beneficial ownership among existing insiders, which is a neutral event with no direct positive or negative impact on the company's operational performance or valuation.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Management Comments

  • Shares of the Issuer's Class A common stock held directly by Farjo Holdings, LP were disposed of as a pro rata distribution in-kind to its partners, for no consideration, pursuant to the terms of the Agreement of Limited Partnership of Farjo Holdings, dated March 3, 2011, as subsequently amended.
  • Farris C. Wilks and Jo Ann Wilks, as limited partners of Farjo Holdings, acquired shares for no consideration pursuant to this distribution.
  • Farris C. Wilks, as sole manager of FARJO Management, LLC, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by FARJO Holdings, and therefore may be deemed to beneficially own such shares.
  • Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of such person's respective pecuniary interest therein.

Industry Context

This filing details an internal restructuring of beneficial ownership among key insiders and does not provide information directly related to broader industry trends or competitive positioning.

Related Party Transactions

  • A pro rata in-kind distribution of Series A common stock from Farjo Holdings, LP to its partners, Farris C. Wilks and Jo Ann Wilks, who are directors and 10% owners of ProFrac Holding Corp., for no consideration.

Stakeholder Impact

  • Shareholders: The transaction primarily affects the direct and indirect ownership structure of significant shareholders (the Wilks family) but does not alter the total outstanding shares or the company's market capitalization.
  • Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this ownership restructuring.

Key Dates

DateDescription
03/03/2011Date of the Agreement of Limited Partnership of Farjo Holdings, LP, governing the distribution terms.
09/09/2025Date of the reported transaction, involving the disposition and acquisition of Series A common stock.
10/24/2025Date the Form 4 was signed by the attorney-in-fact for the reporting persons.

Keywords

ProFrac Holding Corp, ACDC, Farris Wilks, Jo Ann Wilks, Form 4, insider transaction, beneficial ownership, stock distribution

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