Sec Form 4 Filing - Wilks Farris @ ProFrac Holding Corp. - 2025-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wilks Farris
2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
17018 INTERSTATE 20
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
CISCO, TX76437
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A redeemable convertible preferred stock $ 20 ( 1 ) 03/10/2025 S 1,000 09/29/2024 ( 2 ) Class A common stock, par value $0.01 per share 55,204 ( 3 ) $ 1,000 19,000 I See footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilks Farris
17018 INTERSTATE 20
CISCO, TX76437
X
Wilks Jo Ann
17018 INTERSTATE 20
CISCO, TX76437
X
Signatures
Matthew Rinaldi, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Conversion Price may be adjusted from time to time in accordance with the Certificate of Designation of Series A Redeemable Convertible Preferred Stock, Exh. 3.1 to the Issuer's Form 8-K filed on October 2, 2023("CoD").
( 2 )Issuer's Series A convertible preferred stock has no expiration date as it is not redeemable at the option of holder and does not automatically convert into common stock on a specified date.
( 3 )In accordance with the CoD, following the first anniversary of the Issuance Date, each holder of Series A redeemable convertible preferred stock shall have the option from time to time to convert all or a portion of holder's shares of Series A redeemable convertible preferred stock into Class A common stock, par value $0.01 per share, at a Conversion Ratio equal to the quotient of (i) the Liquidation Preference as of the date of the conversion, which initially shall equal the original issue price per share of $1,000.00 and subsequently be adjusted as the result of any PIK Accrual and as otherwise set forth in the CoD, and (ii) the then applicable Conversion Price. The amount of underlying securities reported has been determined utilizing the Conversion Ratio calculated as of the transaction date.
( 4 )Reflects 19,000 shares of the Issuer's Class A redeemable convertible preferred stock held directly by FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"). The General Partner of FARJO Holdings is FARJO Management, LLC, a Texas limited liability company ("FARJO Management"). FARJO Management, as General Partner of FARJO Holdings, has exclusive investment control over the shares of the Issuer's Class A redeemable convertible preferred stock held by FARJO Holdings, and therefore may be deemed to beneficially own such shares. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.
( 5 )The Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission thatthe Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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