UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2025
ProFrac Holding Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41388 | 87-2424964 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 333 Shops Boulevard, Suite 301, Willow Park, Texas | 76087 | |
| (Address of principal executive offices) | (Zip Code) |
(254) 776-3722
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A common stock, par value $0.01 per share | ACDC | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Reference is made to that certain Term Loan Credit Agreement, dated December 27, 2023, by and among Alpine Holding II, LLC, PF Proppant Holding, LLC (“PFP Holding”), the subsidiary guarantor parties thereto, the several lenders thereto and CLMG Corp. as the agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Alpine Term Loan Credit Agreement”). On December 19, 2025, the parties to the Alpine Term Loan Credit Agreement entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment” and the Alpine Term Loan Credit Agreement, as amended by the Fourth Amendment, the “Amended Alpine Term Loan Credit Agreement”). Capitalized terms used and not otherwise defined in this summary of the Fourth Amendment have the meanings provided in the Amended Alpine Term Loan Credit Agreement.
Under the terms of the Fourth Amendment, among other things: (i) the amortization payment required to be made by PFP Holding with respect to each of the calendar quarters ending March 31, 2026 and June 30, 2026 was reduced from $15,000,000 to $7,500,000 (as such amount may be further reduced in accordance with the terms of the Amended Alpine Term Loan Credit Agreement); and (ii) testing of the Total Net Leverage Ratio was deferred by one year to March 31, 2028.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously reported on June 30, 2025, ProFrac Holdings II, LLC, a Texas limited liability company (“ProFrac Holdings II”) and an indirect wholly-owned subsidiary of ProFrac Holding Corp. (the “Company”), and the guarantors party thereto entered into a Purchase Agreement with Beal Bank USA and Wilks Brothers, LLC pursuant to which ProFrac Holdings II agreed to issue and sell $60.0 million aggregate principal amount of its Senior Secured Floating Rate Notes due 2029 (the “New Notes”) in a private placement. An aggregate of $10.0 million and $30.0 million of New Notes was purchased by Wilks Brothers, LLC and Beal Bank USA, respectively, on December 15, 2025.
Wilks Brothers, LLC is an affiliate of Messrs. Dan Wilks and Farris Wilks. Messrs. Dan Wilks and Farris Wilks are brothers and are the founders and principal stockholders of the Company. Their sons, Mr. Matthew D. Wilks and Mr. Johnathan Ladd Wilks, are the Company’s Executive Chairman and Chief Executive Officer, respectively.
The net proceeds from the issuance of the New Notes will be used to fund capital expenditures with any remaining proceeds used for general corporate purposes. The New Notes were offered and sold by ProFrac Holdings II in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.
The New Notes were issued as additional notes pursuant to the indenture, dated as of December 27, 2023 (as supplemented prior to the date hereof, the “Existing Indenture”), by and among ProFrac Holdings II, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent, as supplemented by the fifth supplemental indenture, dated as of June 30, 2025 (the “Fifth Supplemental Indenture,” and collectively with the Existing Indenture, the “Indenture”).
The New Notes and the notes previously issued under the Indenture (the “Existing Notes”) will be treated as a single series of securities under the Indenture and the New Notes have substantially identical terms, other than the issue date, issue price and first payment date, as the Existing Notes and be secured by a security interest in the same collateral.
The foregoing description of the Indenture is not complete and is qualified in its entirety by reference to the full text of the Existing Indenture, which such Existing Indenture has been previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 28, 2023 and is incorporated herein by reference, and the Fifth Supplemental Indenture, which such Fifth Supplemental Indenture has been previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed by the Company on June 30, 2025 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROFRAC HOLDING CORP. | ||
| Dated: December 19, 2025 | By: | /s/ Steven Scrogham |
| Steven Scrogham | ||
| Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | ||