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What changed in ProFrac Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ProFrac Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+530 added−569 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-10)

Top changes in ProFrac Holding Corp.'s 2025 10-K

530 paragraphs added · 569 removed · 381 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

26 edited+12 added−4 removed181 unchanged
Biggest changeWe currently own or lease the following additional principal properties: Location Size Leased or owned Purpose Segment Willow Park, TX 8,244 sq ft Leased Corporate Headquarters - Smithfield, PA 47,800 sq ft Leased Field Operations Stimulation Services Asherton, TX 48,797 sq ft Leased Sales Office Stimulation Services Odessa, TX 50,634 sq ft Leased Field Operations Stimulation Services Odessa, TX 61,540 sq ft Leased Field Operations Stimulation Services Midland, TX 104,592 sq ft Leased Field Operations Stimulation Services Elk City, OK 42,330 sq ft Leased Field Operations Stimulation Services Washington County, PA 41,660 sq ft Leased Field Operations Stimulation Services Pleasanton, TX 62,950 sq ft Leased Field Operations Stimulation Services Longview, TX 36,000 sq ft Leased Field Operations Stimulation Services Vernal, UT 18,827 sq ft Leased Field Operations Stimulation Services Aledo, TX 94,050 sq ft Leased Manufacturing Manufacturing Ozona, TX 21,292 sq ft Leased Field Operations Stimulation Services Marshall, TX 21,800 sq ft Leased Field Operations Stimulation Services Pleasanton, TX 421,443 sq ft Leased Field Operations Stimulation Services Waller, TX 94,424 sq ft Leased Manufacturing Manufacturing Fort Worth, TX 109,823 sq ft Leased Manufacturing Manufacturing Fort Worth, TX 79,346 sq ft Leased Manufacturing Manufacturing Fort Worth, TX 11,193 sq ft Leased Manufacturing Manufacturing Fort Worth, TX 89,522 sq ft Leased Manufacturing Manufacturing Houston, TX 19,865 sq ft Leased Corporate Office - Vernal, UT 13,188 sq ft Leased Field Operations Stimulation Services Cisco, TX 377,186 sq ft Owned Field Operations Stimulation Services Denver, CO 4,286 sq ft Leased Corporate Office - Fruita, CO 124,448 sq ft Leased Manufacturing Manufacturing Marietta, OH 20,000 sq ft Leased Manufacturing Manufacturing Cibola, TX 29,140 sq ft Leased Manufacturing Manufacturing Dickinson, ND 226,222 sq ft Leased Field Operations Stimulation Services Zanesville, OH 50,045 sq ft Owned Manufacturing Manufacturing 41 Table of Contents Our Mining Properties As of December 31, 2024, our mining properties included eight sites (Kermit, Lamesa, Monahans, San Antonio, Hat Creek, River Ridge, Sunny Point and Merryville), which span the Permian, Eagle Ford and Haynesville as illustrated in the map that follows.
Biggest changeWe currently own or lease the following additional principal properties: Location Size Leased or owned Purpose Alberta, Canada 12,840 sq ft Leased Office Abu Dhabi, UAE 15,715 sq ft Leased Manufacturing Aledo, TX 94,050 sq ft Leased Manufacturing Asherton, TX 48,797 sq ft Leased Field Operations Cibolo, TX 29,140 sq ft Leased Manufacturing Cisco, TX 29,100 sq ft Leased Training Facility Cisco, TX 377,186 sq ft Owned Field Operations Denver, CO 4,347 sq ft Leased Sales Office Eighty Four, PA 41,660 sq ft Leased Field Operations Elk City, OK 42,330 sq ft Leased Field Operations Fort Worth, TX 79,346 sq ft Leased Manufacturing Fort Worth, TX 121,743 sq ft Leased Manufacturing Fort Worth, TX 18,000 sq ft Leased Manufacturing Fort Worth, TX 39,500 sq ft Leased Manufacturing Fort Worth, TX 31,372 sq ft Leased Manufacturing Fruita, CO 124,448 sq ft Leased Manufacturing Houston, TX 23,588 sq ft Leased Sales/Corporate Office Killdeer, ND 12,000 sq ft Leased Field Operations La Vernia, TX 2,000 sq ft Leased Field Operations Longview, TX 36,000 sq ft Leased Field Operations Marietta, OH 20,000 sq ft Leased Manufacturing Midland, TX 4,000 sq ft Leased Sales Office Midland, TX 104,592 sq ft Leased Field Operations Odessa, TX 61,540 sq ft Leased Field Operations Ozona, TX 21,292 sq ft Leased Field Operations Pleasanton, TX 62,950 sq ft Leased Field Operations Smithfield, PA 47,800 sq ft Leased Field Operations Spring, TX 5,670 sq ft Leased Manufacturing Vernal, UT 26,000 sq ft Leased Field Operations Waller, TX 94,424 sq ft Leased Manufacturing West Odessa, TX 21,100 sq ft Leased Field Operations Zanesville, OH 50,045 sq ft Owned Manufacturing 41 Table of Contents Our Mining Properties As of December 31, 2025, our mining properties included eight sites (Kermit, Lamesa, Monahans, San Antonio, Hat Creek, River Ridge, Sunny Point and Merryville), which span the Permian, Eagle Ford and Haynesville as illustrated in the map that follows.
Summary of Resources Quantities of frac sand controlled by us within the defined boundaries of the mining properties set forth above which are not reported as mineral reserves are not considered to have potential economic viability; as such, they are not reportable as mineral resources.
Summary of Resources Quantities of frac sand controlled by us within the defined boundaries of the mining properties set forth above which are not reported as mineral reserves are not considered to have potential economic viability; as such, they are reportable as mineral resources.
Our San Antonio Sand Mine facility features a wet plant (with one 500-tph wash circuit) and dry plant (with two 200-tph drying and sorting circuits) that processes frac sand. Once the frac sand is appropriately processed and classified, it is stored in one of five storage silos until it is transported by truck to its destination.
Our San Antonio Sand Mine facility features a wet plant (with one 500-tph wash circuit) and dry plant (with two 200-tph and one 180-tph drying and sorting circuits) that processes frac sand. Once the frac sand is appropriately processed and classified, it is stored in one of five storage silos until it is transported by truck to its destination.
Summary Overview of Our Mining and Processing Facilities The following table sets forth certain information about our mining properties required to be included in our mining operations as of December 31, 2024 pursuant to Item 1303(a) of Regulation S-K: Mine Location Size Owned/Leased Stage Kermit Winkler County, Texas 641 acres Owned Production 630 acres Leased Production Lamesa Dawson County, Texas 6,700 acres Owned Production Monahans Ector, Ward and Winkler Counties, Texas 2,723 acres Leased Production San Antonio Bexar County, Texas 735 acres Owned Production River Ridge Lafayette and Miller Counties, Arkansas 1,928 acres Owned Production Hat Creek Bossier and Caddo Parishes, Louisiana 706 acres Leased Production Sunny Point Bossier and Caddo Parishes, Louisiana 783 acres Leased Production Merryville Beauregard Parish, Louisiana 810 acres Owned Production All of our mines are operated by our subsidiary, Alpine Silica, LLC.
Summary Overview of Our Mining and Processing Facilities The following table sets forth certain information about our mining properties required to be included in our mining operations as of December 31, 2025 pursuant to Item 1303(a) of Regulation S-K: Mine Location Size Owned/Leased Stage Kermit Winkler County, Texas 641 acres Owned Production 630 acres Leased Production Lamesa Dawson County, Texas 6,700 acres Owned Production Monahans Ector, Ward and Winkler Counties, Texas 2,723 acres Leased Production San Antonio Bexar County, Texas 735 acres Owned Production River Ridge Lafayette and Miller Counties, Arkansas 1,928 acres Owned Production Hat Creek Bossier and Caddo Parishes, Louisiana 706 acres Leased Production Sunny Point Bossier and Caddo Parishes, Louisiana 783 acres Leased Production Merryville Beauregard Parish, Louisiana 810 acres Owned Production All of our mines are operated by our subsidiary, Alpine Silica, LLC.
Summary Frac Sand Mineral Resources at End of the Fiscal Year December 31, 2024 (in thousands of in-place tons) By Classification By Tenure Mesh-Size Total Measured Indicated Inferred Owned Leased Haynesville Merryville(a) 30/100 13,498 - 13,498 - 13,498 - Total 13,498 - 13,498 - 13,498 - (a) In April 2024, we idled the Merryville Sand Mine due to poor market conditions.
Summary Frac Sand Mineral Resources at End of the Fiscal Year December 31, 2025 (in thousands of in-place tons) By Classification By Tenure Mesh-Size Total Measured Indicated Inferred Owned Leased Haynesville Merryville(a) 30/100 13,498 - 13,498 - 13,498 - Total 13,498 - 13,498 - 13,498 - (a) In April 2024, we idled the Merryville Sand Mine due to poor market conditions.
Our Merryville Sand Mine was idled in April 2024 until market conditions improve. As of December 31, 2024, we did not have any individually material mining properties.
Our Merryville Sand Mine was idled in April 2024 until market conditions improve. As of December 31, 2025, we did not have any individually material mining properties.
Additionally, the San Antonio Sand Mine has more than six acres of wet sand storage. Additional onsite facilities include an office/control room and extensive conveyor systems that support intra-plant product movement. Our San Antonio Sand Mine operates under five permits and complies with other state and federal regulations that do not require a specific permit.
Additionally, the San Antonio Sand Mine has more than six acres of wet sand storage. Additional onsite facilities include an office/control room, quality laboratory, and extensive conveyor systems that support intra-plant product movement. Our San Antonio Sand Mine operates under five permits and complies with other state and federal regulations that do not require a specific permit.
For example, if we were to experience a change of control or the Tax Receivable Agreement had otherwise been terminated at December 31, 2024, the estimated termination payments could range up to approximately $86 million. The foregoing amount is an estimate and the actual payment could differ materially.
For example, if we were to experience a change of control or the Tax Receivable Agreement had otherwise been terminated at December 31, 2025, the estimated termination payments could range up to approximately $86 million. The foregoing amount is an estimate and the actual payment could differ materially.
Once the frac sand is appropriately processed, it is stored in one of eight storage silos until it is transported by truck to its destination. Additional onsite facilities include a scale house, office, shop, quality laboratory and onsite housing for up to 40 employees.
Once the frac sand is appropriately processed, it is stored in one of eight storage silos until it is transported by truck to its destination. Additional onsite facilities include a scale house, office, shop, quality laboratory and onsite housing and RV sites for up to 40 employees.
Other limiting criteria, such as minimum mining thicknesses or maximum stripping ratios (the ratio of waste to sand excavated) are generally not considered in the estimation of frac sand resources. Set forth in the table below are estimates of our frac sand mineral reserves as of December 31, 2024.
Other limiting criteria, such as minimum mining thicknesses or maximum stripping ratios (the ratio of waste to sand excavated) are generally not considered in the estimation of frac sand resources. Set forth in the table below are estimates of our frac sand mineral reserves as of December 31, 2025.
Set forth in the table below are estimates of our frac sand mineral resources as of December 31, 2024. The estimates of frac sand mineral resources at our mining properties have been prepared by John T. Boyd, our independent mining engineers and geologists, and in accordance with Reg. S-K 1300.
Set forth in the table below are estimates of our frac sand mineral resources as of December 31, 2025. The estimates of frac sand mineral resources at our mining properties have been prepared by John T. Boyd, our independent mining engineers and geologists, and in accordance with Reg. S-K 1300.
Additional onsite facilities include an office building, shipping office and shop that support the mining and processing activities, and onsite housing for up to 36 employees. 43 Table of Contents Our Lamesa Sand Mine operates under five operating permits and complies with other state and federal regulations that do not require a specific permit.
Additional onsite facilities include an office building, quality laboratory, and shop that support the mining and processing activities, and onsite housing for up to 36 employees. 43 Table of Contents Our Lamesa Sand Mine operates under five operating permits and complies with other state and federal regulations that do not require a specific permit.
Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term. 40 Table of Contents I t em 2.
Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term. I t em 2.
Boyd independently prepared an estimate of our mineral reserves and resources as of December 31, 2024, and we intend to continue retaining third party engineers to prepare estimates of our mineral reserves and resources on an annual basis. We provided John T.
Boyd independently prepared an estimate of our mineral reserves and resources as of December 31, 2025, and we intend to continue retaining third party engineers to prepare estimates of our mineral reserves and resources on an annual basis. We provided John T.
Despite ongoing efforts to continue improvement of our and our vendors’ ability to protect against cyber incidents, we may not be able to protect all information systems, and such incidents may lead to reputational harm, revenue and client loss, legal actions, statutory penalties, among other consequences.
Despite ongoing efforts to continue improvement of our and our vendors’ ability to protect against cyber incidents, we may not be able to protect all information systems, and such incidents may lead to reputational harm, revenue and client loss, legal 40 Table of Contents actions, statutory penalties, among other consequences.
Aggregate annual production of frac sand from our mines for the fiscal years ended on December 31, 2024, 2023 and 2022 was approximately 7.1 million tons, 10.8 million tons and 9.2 million tons, respectively, which includes production data for periods prior to our acquisition of the respective sand mines and is based on information provided by prior operators.
Aggregate annual production of frac sand from our mines for the fiscal years ended on December 31, 2025, 2024 and 2023 was approximately 9.3 million tons, 7.1 million tons and 10.8 million tons, respectively, which includes production data for periods prior to our acquisition of the respective sand mines and is based on information provided by prior operators.
If the expected processing yield of the frac sand is too low, the costs of production will outweigh sales revenues and the deposit cannot be economically mined. The minimum economic processing yield for each our mines, based on three-year historic financial results, is well below the expected processing yield of such mine.
If the expected processing yield of the frac sand is too low, the costs of production will outweigh sales revenues and the deposit cannot be economically mined. The minimum economic processing yield for each our mines (other than our idled Merryville mine), based on three-year historic financial results, is well below the expected processing yield of such mine.
Our cybersecurity team also works with our Chief Legal Officer to oversee compliance with legal, regulatory and contractual security requirements. 39 Table of Contents Our cybersecurity processes include automated tools and technical safeguards managed and monitored by our cybersecurity team. We regularly conduct penetration and vulnerability testing and security audits.
Our cybersecurity team also works with our Chief Legal Officer to oversee compliance with legal, regulatory and contractual security requirements. Our cybersecurity processes include automated tools and technical safeguards managed and monitored by our cybersecurity team. We regularly conduct penetration and vulnerability testing and security audits.
Boyd, our independent mining engineers and geologists. 42 Table of Contents Mine Mine Type Mining Method Nameplate Annual Processing Capacity (tons 000) 2024 Production (tons 000) 2023 Production (tons 000) 2022 Production (tons 000) Kermit Surface Excavator/Truck 3,000 766 927 1,477 Lamesa Surface Excavator/Truck 2,500 470 924 – Monahans Surface Excavator/Truck 3,000 1,079 1,631 1,513 San Antonio Surface Excavator/Truck 3,000 859 1,162 1,186 River Ridge Surface Dredge 3,200 1,114 2,019 2,558 Hat Creek Surface Dredge 2,000 1,281 1,548 1,631 Sunny Point Surface Dredge 3,000 1,300 1,660 – Merryville Surface Excavator/Truck 1,800 217 910 800 Total 21,500 7,086 10,781 9,165 * Our Merryville Sand Mine was idled in April 2024 and is anticipated to remain idle until market conditions improve.
Boyd, our independent mining engineers and geologists. 42 Table of Contents Mine Mine Type Mining Method Nameplate Annual Processing Capacity (tons 000) 2025 Production (tons 000) 2024 Production (tons 000) 2023 Production (tons 000) Kermit Surface Excavator/Truck 3,000 1,115 766 927 Lamesa Surface Excavator/Truck 2,500 1,165 470 924 Monahans Surface Excavator/Truck 3,000 1,529 1,079 1,631 San Antonio Surface Excavator/Truck 3,000 1,677 859 1,162 River Ridge Surface Dredge 3,200 1,232 1,114 2,019 Hat Creek Surface Dredge 2,000 963 1,281 1,548 Sunny Point Surface Dredge 3,000 1,645 1,300 1,660 Merryville Surface Excavator/Truck 1,800 0 217 910 Total 21,500 9,326 7,086 10,781 * Our Merryville Sand Mine was idled in April 2024 and is anticipated to remain idle until market conditions improve.
We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act. As the sole managing member of ProFrac LLC, the Issuer controls and operates ProFrac LLC.
We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act. As the sole shareholder of FTS International, Inc., which is the sole member of ProFrac LLC, the Issuer indirectly controls and operates ProFrac LLC.
Properties Our Non-Mining Properties We lease office space for our corporate headquarters located at 333 Shops Boulevard, Suite 301, Willow Park, Texas 76087.
Properties Our Non-Mining Properties We lease office space for our corporate headquarters located at 333 Shops Boulevard, Suites 102, 201, 202 & 301 and 337 Shops Boulevard, Suite 101 in Willow Park, Texas 76087.
Such risks could negatively affect the performance of our business, as well as our reputation and the reputations of our customers, and we could incur liability through the violation of laws or contracts to which we are a party or civil claims. I t em 1B. Unresolved Staff Comments. None. Item 1C . Cybersecurity.
Such risks could negatively affect the performance of our business, as well as our reputation and the reputations of our customers, and we could incur liability through the violation of laws or contracts to which we are a party or civil claims. Adverse results of legal proceedings could materially adversely affect us.
Developments related to the ongoing wars between Russia and Ukraine and between Israel and Hamas, and the global response thereto, could adversely affect our business, financial condition and results of operations. Russia is one of the main players in the global oil markets.
Developments related to the ongoing wars between Russia and Ukraine, conflicts in the Middle East, economic instability in Venezuela, and the global response thereto, could adversely affect our business, financial condition and results of operations.
We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements.
We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements. Because the Wilks Parties beneficially own more than a majority of the voting power of ProFrac, we are a controlled company under Sarbanes-Oxley and rules of Nasdaq.
Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. If we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology.
We may be adversely affected by disputes regarding intellectual property rights of third parties. Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights.
S-K 1300. 46 Table of Contents Summary Frac Sand Mineral Reserves at End of the Fiscal Year December 31, 2024 (in thousands of product tons) By Classification By Tenure Mesh-Size Total Proven Probable Owned Leased Permian Kermit(a) 40/200 44,680 37,496 7,184 25,105 19,575 Lamesa(b) 40/200 57,024 57,024 - 57,024 - Monahans(c) 40/140 113,971 - 113,971 - 113,971 Subtotal 215,675 94,520 121,155 82,129 133,546 Eagle Ford San Antonio(d) 35/140 21,602 - 21,602 21,602 - Haynesville River Ridge(e) 30/140 41,538 41,538 - 41,538 - Hat Creek(f) 30/140 5,356 4,759 597 - 5,356 Sunny Point(g) 30/200 38,716 - 38,716 - 38,716 Subtotal 85,610 46,297 39,313 41,538 44,072 Total 322,887 140,817 182,070 145,269 177,618 (a) Mineral reserves are reported at a selling price of $29.29 per ton, representing the expected weighted-average sales price over the expected life of the reserves based on our historical operating results, our short-term budget forecasts, and John T.
S-K 1300. 46 Table of Contents Summary Frac Sand Mineral Reserves at End of the Fiscal Year December 31, 2025 (in thousands of product tons) By Classification By Tenure Mesh-Size Total Proven Probable Owned Leased Permian Kermit(a) 40/200 43,565 36,381 7,184 23,990 19,575 Lamesa(b) 40/200 55,859 55,859 - 55,859 - Monahans(c) 40/140 112,442 - 112,442 - 112,442 Subtotal 211,866 92,240 119,626 79,849 132,017 Eagle Ford San Antonio(d) 35/140 19,925 - 19,925 19,925 - Haynesville River Ridge(e) 30/140 40,306 40,306 - 40,306 - Hat Creek(f) 30/140 4,393 3,796 597 - 4,393 Sunny Point(g) 30/200 37,071 - 37,071 - 37,071 Subtotal 81,770 44,102 37,668 40,306 41,464 Total 313,561 136,342 177,219 140,080 173,481 (a) Mineral reserves are reported at a selling price of $29.29 per ton, representing the expected weighted-average sales price over the expected life of the reserves based on our historical operating results, our short-term budget forecasts, and John T.
Removed
Because the Wilks Parties beneficially own 139,573,147 shares of our Class A Common Stock, representing approximately 87.2% of the voting power of ProFrac as of December 31, 2024, we are a controlled company under Sarbanes-Oxley and rules of Nasdaq.
Added
The ongoing wars between Russia and Ukraine, conflicts in the Middle East, as well as the potential for disruption to strategic shipping routes such as the Strait of Hormuz, ongoing political and economic instability in Venezuela and other oil-producing regions, and the global response to such hostilities (including sanctions, export controls, and other governmental actions), could disrupt global energy markets, contribute to commodity price volatility, and adversely affect demand for our services.
Removed
Accordingly, any events that can impair or enhance its ability to compete in such markets are likely to have an impact on the industry in which we operate, the business decisions of our customers, and the level of demand for our services.
Added
If we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology.
Removed
Since the beginning of the war between Russia and Ukraine, sanctions imposed by Ukraine’s allies that seek to limit Russia’s ability to profit from oil and gas exports, and certain of the retaliatory measures taken by Russia in response (such as the ban on sales to certain countries), have created conditions resulting in an increased demand for our services.
Added
We are, and may in the future be, subject to legal proceedings, claims, and controversies that arise out of the ordinary conduct of our business. The outcome of these matters may be difficult to assess or quantify, and there cannot be any assurance that such matters will be resolved in our favor.
Removed
There is no assurance that such conditions will continue to exist, and even if they do, that we will continue to be able to benefit from them. We may be adversely affected by disputes regarding intellectual property rights of third parties.
Added
Irrespective of the merits, litigation and dispute resolution may be both lengthy and disruptive to our operations and may cause significant expenditure and diversion of management attention, or may require settlement payments.
Added
We may be faced with monetary damages or injunctive relief against us that could have an adverse impact on our business and results of operations should we fail to prevail in certain matters.
Added
For example, we assumed a sand contract in connection with our acquisition of a business and, in early August 2025, we and the acquired subsidiary were named as defendants in a suit alleging breach of contract related to a purported failure to purchase volumes under such contract.
Added
It is possible that cases in the future could result in damages that could adversely affect our ability to conduct our business or negatively impact our financial condition or results of operations.
Added
The demand for our services has diversified as the use case for our power generation assets expands to encompass additional potential revenue streams, including the provision of power to companies not engaged in the production of hydrocarbons. In addition, we have historically engaged in, and may in the future pursue, acquisitions.
Added
Changing 39 Table of Contents industry dynamics and the integration of acquisitions may have a negative impact on our business if we do not effectively respond to market trends and incorporate acquired businesses. The demand for power generation from data centers and utilities has expanded the use case for our power generation assets.
Added
In addressing these new areas of demand for our services, we may face challenges related to new regulatory regimes (including with respect to the sale of power), an expanded cohort of potential competitors and unforeseen obstacles related to servicing a business line which we have not historically addressed.
Added
In addition, we have pursued a number of acquisition opportunities and may continue to do so in the future—both in connection with our historical strategy and in connection with our strategy to expand into new areas of demand for our services.
Added
Integrating new assets presents challenges as management’s attention may be diverted as they work to effectively incorporate acquired operations into our business and legacy contracts of acquired entities may have unforeseen impacts on our business. I t em 1B. Unresolved Staff Comments. None. Item 1C . Cybersecurity.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+22 added−4 removed219 unchanged
Biggest changeFinally, many scientists have concluded that increasing concentrations of GHG in the atmosphere may have significant physical climate effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on our and our customers’ operations. 26 Table of Contents Federal, state, and local legislative and regulatory initiatives relating to hydraulic fracturing, as well as governmental reviews and investment practices for such activities, may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business.
Biggest changeFederal, state, and local legislative and regulatory initiatives relating to hydraulic fracturing, as well as governmental reviews and investment practices for such activities, may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business.
A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to commence or continue related operations.
A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to commence or continue related operations.
In some instances, we have received access rights or easements from third parties, which allow for more efficient operations.
In some instances, we have received access rights or easements from third parties, which allow for more efficient operations.
Although, under the Trump administration, we expect less GHG regulation, the risk of these continued efforts to drive down carbon emissions may result in reduced business opportunities and profitability. As a result of increased attention to combating climate change, various governmental and non-governmental groups have pledged to achieve reductions to GHG emissions.
Although, under the current Trump administration, we expect less GHG regulation, the risk of these continued efforts to drive down carbon emissions may result in reduced business opportunities and profitability. As a result of increased attention to combating climate change, various governmental and non-governmental groups have pledged to achieve reductions to GHG emissions.
MSHA reports that silica dust affects thousands of miners each year and, without adequate protection, miners face risks of serious illnesses, many of which can be fatal. In April 2024, the MSHA issued a final rule amending its existing standards and setting a permissible exposure limit of respirable crystalline silica.
MSHA reports that silica dust affects thousands of miners each year and, without adequate protection, miners face risks of serious illnesses, many of which can be fatal. In April 2024, MSHA issued a final rule amending its existing standards and setting a permissible exposure limit of respirable crystalline silica.
We currently hold, and will seek, numerous environmental, mining and other permits from governmental authorities, as well as water rights and approvals authorizing our frac sand operations. For our extraction and processing, the permitting process is governed by to federal, state, and local laws and regulations.
We currently hold, and will seek, numerous environmental, mining and other permits from governmental authorities, as well as water rights and approvals authorizing our frac sand operations. For our extraction and processing, the permitting process is governed by federal, state, and local laws and regulations.
As a result of these arrangements, our operations are subject to a number of risks, some of which are outside our control and may negatively affect our operations and financial results, including: • reduced control over those aspects of operations which are the responsibility of the contractor; • failure of a contractor to perform under its agreement; • interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events; • failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; • problems of a contractor with managing its workforce, labor unrest or other employment issues; • liability to third parties as a result of the actions of our contractors; and 19 Table of Contents • the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement; and negotiating renewal terms or new agreements with contractors on acceptable terms.
As a result of these arrangements, our operations are subject to a number of risks, some of which are outside our control and may negatively affect our operations and financial results, including: • reduced control over those aspects of operations which are the responsibility of the contractor; • failure of a contractor to perform under its agreement; • interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events; • failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; • problems of a contractor with managing its workforce, labor unrest or other employment issues; • liability to third parties as a result of the actions of our contractors; • the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement; and • negotiating renewal terms or new agreements with contractors on acceptable terms.
For example, our credit agreements restrict or limit our ability to: • grant liens; • incur additional indebtedness; • engage in a merger, consolidation or other fundamental transactions; • enter into transactions with affiliates or amend material agreements; • sell or otherwise dispose of assets, businesses and operations; • make acquisitions, investments and capital expenditures; and • declare and pay distributions and dividends.
For example, our credit agreements restrict or limit our ability to: • grant liens; • incur additional indebtedness; • engage in a merger, consolidation or other fundamental transactions; • enter into transactions with affiliates, including financings, or amend material agreements; • sell or otherwise dispose of assets, businesses and operations; • make acquisitions, investments and capital expenditures; and • declare and pay distributions and dividends.
Our level of indebtedness may affect our operations in several ways, including: • increasing our vulnerability to general adverse economic and industry conditions; • requiring us to dedicate a substantial portion of cash flow from operations to making payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, acquisitions and capital expenditures; • restricting us from exploiting business opportunities; • making it more difficult to satisfy our financial obligations, including payments on our indebtedness; • placing us at a disadvantage compared to our competitors that have less debt obligations; • limiting our ability to refinance our current indebtedness or borrow additional funds for working capital, capital expenditures, acquisitions or certain investments or execute on our business strategy; and • limiting our flexibility in planning for, and reacting to, changes in the economy and in our industry.
Our level of indebtedness may affect our operations in several ways, including: • increasing our vulnerability to general adverse economic and industry conditions including reduced or volatile customer activity; • requiring us to dedicate a substantial portion of cash flow from operations to making payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, acquisitions and capital expenditures; • restricting us from exploiting business opportunities; • making it more difficult to satisfy our financial obligations, including payments on our indebtedness; • placing us at a disadvantage compared to our competitors that have less debt obligations; • limiting our ability to refinance our current indebtedness or borrow additional funds for working capital, capital expenditures, acquisitions or certain investments or execute on our business strategy; and • limiting our flexibility in planning for, and reacting to, changes in the economy and in our industry.
The Series A Preferred Stock is entitled to 8% dividends per annum, paid-in-kind and compounded quarterly on the then outstanding Liquidation Preference (as defined in the Series A Certificate of Designation). See “Note 9. Preferred Stock” in the notes to our consolidated financial statements for additional information.
The Series A Preferred Stock is entitled to 8% dividends per annum, paid-in-kind and compounded quarterly on the then outstanding Liquidation Preference (as defined in the Series A Certificate of Designation). See “Note 9. Equity” in the notes to our consolidated financial statements for additional information.
As of December 31, 2024, approximately 70% of our pumps rely on electric frac or natural gas burning engine technology (which we consider to be currently the most environmentally friendly available technologies used in our industry).
As of December 31, 2025, approximately 70% of our pumps rely on electric frac or natural gas burning engine technology (which we consider to be currently the most environmentally friendly available technologies used in our industry).
In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition.
In some instances, certain insurance could become unavailable or available only for reduced 19 Table of Contents amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition.
Such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition, prospects, and results of operations. Conservation measures, commercial development and technological advances could reduce demand for oil and natural gas and our services.
Such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition, prospects, and results of operations. 27 Table of Contents Conservation measures, commercial development and technological advances could reduce demand for oil and natural gas and our services.
A successful claim that we do not have title to one or more of our properties or lack appropriate water rights could cause us to lose any rights to explore, develop and extract any minerals on that property, without compensation for our prior expenditures relating to such property.
A successful claim that we do not have title to one or more 20 Table of Contents of our properties or lack appropriate water rights could cause us to lose any rights to explore, develop and extract any minerals on that property, without compensation for our prior expenditures relating to such property.
Contractors provide us mining, wet and dry loading and hauling services at our Kermit Sand Mine, Lamesa Sand Mine, Monahans Sand Mine, San Antonio Sand Mine, and Merryville Sand Mine (when not idled), and provide us certain related equipment.
Contractors provide us mining, wet and dry loading and hauling services at our Kermit, Lamesa, Monahans, San Antonio, and Merryville (when not idled) Sand Mines, and provide us certain related equipment.
Debt” in the notes to our consolidated financial statements for more details on our debt including the portion of our outstanding principal that matures in the year ending December 31, 2025.
Debt” in the notes to our consolidated financial statements for more details on our debt including the portion of our outstanding principal that matures in the year ending December 31, 2026.
We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition. 22 Table of Contents The success of an acquisition, if achieved, will depend in part on our ability to realize anticipated business opportunities and benefits from combining the acquired assets with our business in an effective and efficient manner.
We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition. The success of an acquisition, if achieved, will depend in part on our ability to realize anticipated business opportunities and benefits from combining the acquired assets with our business in an effective and efficient manner.
Moreover, the imposition of new environmental regulations and other regulatory initiatives could include increased restrictions on our producing customers’ ability to dispose of flowback and produced water generated by hydraulic fracturing or other fluids resulting from E&P activities.
Moreover, the imposition of new environmental regulations and other regulatory initiatives could include increased restrictions on our producing customers’ ability to dispose of flowback and produced water generated by hydraulic fracturing 18 Table of Contents or other fluids resulting from E&P activities.
Under the Registration Rights Agreement dated as of May 17, 2022 by and among ProFrac and certain of the Wilks Parties, the Wilks Parties have registration rights in accordance with which ProFrac must file a registration statement for resale of all the shares of Class A Common Stock held by the Wilks Parties.
Under the Registration Rights Agreement dated as of May 17, 2022 by and among ProFrac and certain of the Wilks Parties and the Series A Purchase Agreement, the Wilks Parties have registration rights in accordance with which ProFrac must file a registration statement for resale of all the shares of Class A Common Stock and Series A Preferred Stock held by the Wilks Parties.
Such third party could take legal action to restrict or suspend the access or easement or could refuse to renew such rights or 18 Table of Contents easements upon their contractual expiration, which could be materially adverse to our business, results of operations or financial condition.
Such third party could take legal action to restrict or suspend the access or easement or could refuse to renew such rights or easements upon their contractual expiration, which could be materially adverse to our business, results of operations or financial condition.
We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations. Growth in accordance with our business strategy, if achieved, could place a significant strain on our financial, operational and management resources.
We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations. 22 Table of Contents Growth in accordance with our business strategy, if achieved, could place a significant strain on our financial, operational and management resources.
ProFrac Holding Corp.’s ability to make tax payments and payments under the Tax Receivable Agreement will be dependent on the ability of ProFrac LLC to make distributions to ProFrac Holding Corp. in an amount sufficient to cover ProFrac Holding Corp.’s tax obligations (and those of its wholly owned subsidiaries) and obligations under the Tax Receivable Agreement.
ProFrac Holding Corp.’s ability to make tax payments and payments under the Tax Receivable Agreement will be dependent on the ability of ProFrac LLC to make distributions to ProFrac Holding Corp. in an amount sufficient to cover ProFrac Holding Corp.’s tax obligations (and those of its wholly owned subsidiaries) and obligations under the Tax Receivable 29 Table of Contents Agreement.
In the event that the Tax Receivable Agreement is not terminated, the payments under the Tax Receivable Agreement are anticipated to commence in 2025 and to continue for 15 years after the date of the last redemption of the Units, which occurred in April 2023, see “
In the event that the Tax Receivable Agreement is not terminated, the payments under the Tax Receivable Agreement are anticipated to continue for 15 years after the date of the last redemption of the Units, which occurred in April 2023, see “
Changes in laws or government regulations could increase our costs of doing business. Environmental, health and safety laws and regulations are constantly evolving, and they may change or become more stringent in the future.
Changes in laws or government regulations could increase our costs of doing business. 25 Table of Contents Environmental, health and safety laws and regulations are constantly evolving, and they may change or become more stringent in the future.
Numerous factors beyond our control affect our customers’ decisions regarding their level of exploration and production activity at any given time and, therefore, have an impact on the level of demand for our services at such time, including: • changes in U.S. energy policy; 16 Table of Contents • the global supply of, and demand for, oil and natural gas; • the cost of exploring for, developing, producing and delivering oil and natural gas; • the supply of and demand for drilling and hydraulic fracturing equipment; • the expected decline of rates of current oil and gas production; • the uncertainty in capital and commodities markets and the ability of oil and gas producers to access capital; • any actual or perceived difficulty or inability to acquire or maintain necessary permits or mining or water rights; • the social, political and economic conditions in oil and natural gas producing countries and regions, including developments related to the ongoing wars between Russia and Ukraine and Israel and Hamas; • any actions by the members of OPEC+ and other oil-producing countries with respect to oil production levels and announcements of potential changes in such levels; • the level of consumer acceptance of and demand for fossil fuel products; • negative shifts in investor sentiment of the oil and gas industry; • contractions in the credit market; • the strength or weakness of the U.S. dollar; • inflationary factors, such as increases in the labor costs, material costs and overhead costs; • the availability of pipeline and other transportation capacity; • the levels of oil and natural gas storage; • any adverse weather conditions or natural disasters; • any technological advances affecting energy consumption; • the price and availability of alternative fuels and energy sources; • merger and divestiture activity among oil and natural gas producers, including consolidation activity that may eliminate some of our customers or increase their leverage in negotiations with us; • competition among oilfield service and equipment providers; • changes in transportation regulations that result in increased costs or administrative burdens; and • overall domestic and global economic conditions.
Numerous factors beyond our control affect our customers’ decisions regarding their level of exploration and production activity at any given time and, therefore, have an impact on the level of demand for our services at such time, including: • changes in U.S. energy policy; • the global supply of, and demand for, oil and natural gas; • the cost of exploring for, developing, producing and delivering oil and natural gas; • the supply of and demand for drilling and hydraulic fracturing equipment; • the expected decline of rates of current oil and gas production; • the uncertainty in capital and commodities markets and the ability of oil and gas producers to access capital; • any actual or perceived difficulty or inability to acquire or maintain necessary permits or mining or water rights; • the social, political and economic conditions in oil and natural gas producing countries and regions, including developments related to the ongoing wars between Russia and Ukraine and conflicts in the Middle East, as well as the instability in Venezuela; • the level of consumer acceptance of and demand for fossil fuel products; • negative shifts in investor sentiment of the oil and gas industry; • contractions in the credit market; • the strength or weakness of the U.S. dollar; • inflationary factors, such as increases in the labor costs, material costs and overhead costs; • the availability of pipeline and other transportation capacity; 17 Table of Contents • the levels of oil and natural gas storage; • any adverse weather conditions or natural disasters; • any technological advances affecting energy consumption; • the price and availability of alternative fuels and energy sources; • merger and divestiture activity among oil and natural gas producers, including consolidation activity that may eliminate some of our customers or increase their leverage in negotiations with us; • competition among oilfield service and equipment providers; • changes in transportation regulations that result in increased costs or administrative burdens; and • overall domestic and global economic conditions.
The majority of our revenue is generated from the provision of hydraulic fracturing services to a discrete number of recurring customers. During the fiscal years ended on December 31, 2024, 2023 and 2022, our top ten customers represented 37%, 41% and 35% of our consolidated revenues, respectively.
The majority of our revenue is generated from the provision of hydraulic fracturing services to a discrete number of recurring customers. During the fiscal years ended on December 31, 2025, 2024 and 2023, our top ten customers represented 45%, 37% and 41% of our consolidated revenues, respectively.
Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies.
Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending 26 Table of Contents practices and some of them may elect not to provide funding for fossil fuel energy companies.
Specifically, the silica enforcement initiative will include: • Spot inspections at mines with a history of repeated silica overexposures to closely monitor and evaluate health and safety conditions. • Increased oversight and enforcement of known silica hazards at mines with previous citations for exposing miners to silica dust levels over the existing permissible exposure limit of 100 micrograms per cubic meter of air (μg/m3).
Specifically, the silica enforcement initiative includes: • Spot inspections at mines with a history of repeated silica overexposures to closely monitor and evaluate health and safety conditions. 28 Table of Contents • Increased oversight and enforcement of known silica hazards at mines with previous citations for exposing miners to silica dust levels over the existing permissible exposure limit of 100 micrograms per cubic meter of air (μg/m3).
Since the beginning of 2022, we have aggressively pursued our growth and vertical integration strategies through a series of acquisitions, investments and procurement arrangements that increased our total assets from $664.6 million at December 31, 2021, to $3.0 billion at the end of fiscal year 2024.
Since the beginning of 2022, we have aggressively pursued our growth and vertical integration strategies through a series of acquisitions, investments and procurement arrangements that increased our total assets from $664.6 million at December 31, 2021, to $2.6 billion at the end of fiscal year 2025.
Our indebtedness could adversely affect our financial flexibility and competitive position and make us more vulnerable to adverse economic conditions. As of December 31, 2024, we had outstanding principal indebtedness of $1,138.9 million. See “Note 7.
Our indebtedness could adversely affect our financial flexibility and competitive position and make us more vulnerable to adverse economic conditions. As of December 31, 2025, we had outstanding principal indebtedness of $1,048.1 million. See “Note 7.
For example, on the federal level, a Mine Identification Request (MSHA Form 7000-51) must be filed and obtained before mining commences. If wetlands are implicated, a wetlands permit may be required from the U.S. Army Corps of Engineers (the “Corps”).
For example, on the federal level, a Mine Identification Request (MSHA Form 7000-51) must be filed and obtained before mining commences. If wetlands are implicated, a wetlands permit may be required from the Corps.
Furthermore, our debt agreements contain certain other operating and financial covenants. Our ability to comply with the covenants and restrictions contained in our debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions.
Furthermore, our debt agreements contain certain other operating and financial covenants. Our ability to comply with the covenants and restrictions contained in our debt agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.
The Wilks Parties have the ability to direct the voting of a majority of our voting stock, and their interests may conflict with those of our other stockholders. As of December 31, 2024, the Wilks Parties controlled approximately 87.2% of our total voting power.
The Wilks Parties have the ability to direct the voting of a majority of our voting stock, and their interests may conflict with those of our other stockholders. As of December 31, 2025, the Wilks Parties controlled approximately 82.1% of our total voting power.
In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition. 30 Table of Contents Our stock price may be volatile, which could lead to losses by investors.
In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition. 30 Table of Contents The market price of our Class A Common Stock may be volatile, and your investment in our stock could suffer a decline in value.
Some environmental laws impose substantial penalties for noncompliance, and others, such as the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), impose strict, retroactive and joint and several liability for the remediation of releases of hazardous substances.
Some environmental laws impose substantial penalties for noncompliance, and others, such as CERCLA, impose strict, retroactive and joint and several liability for the remediation of releases of hazardous substances.
Our existing and future indebtedness, whether incurred in connection with acquisitions, operations or otherwise, and limited access to liquidity may adversely affect our operations and limit our growth, and we may have difficulty making debt service payments on such indebtedness as payments become due.
Our existing and future indebtedness and limited access to liquidity may adversely affect our operations and limit our growth, and we may have difficulty making debt service payments on such indebtedness as payments become due.
For example, on June 20, 2024, the FWS issued a final rule that the Dunes Sagebrush Lizard, which is found only in the active and semi-stable shinnery oak dunes of southeastern New Mexico and adjacent portions of Texas (including areas where we and our customers operate), be listed as endangered under the ESA.
For example, since May 20, 2024, the dunes sagebrush lizard, which is found only in the active and semi-stable shinnery oak dunes of southeastern New Mexico and adjacent portions of Texas (including areas where we and our customers operate), has been listed as endangered under the ESA.
As discussed above, the decision to list the Dunes Sagebrush Lizard as endangered could subject us and our customers to operating restrictions and/or limit areas of our current or future operations.
As discussed above, the decision to list the dunes sagebrush lizard as endangered could subject us and our customers to operating restrictions and/or limit areas of our current or future operations in any area that is later designated as a critical habitat.
For mines where the operator has not timely abated hazards, MSHA will issue a withdrawal order until the silica overexposure hazard has been abated. • Expanded silica sampling at mines to ensure inspectors’ samples represent the mines, commodities and occupations known to have the highest risk for overexposure. • A focus on sampling during periods of the mining process that present the highest risk of silica exposure for miners. • Reminding miners about their rights to report hazardous health conditions, including any attempt to tamper with the sampling process. 28 Table of Contents In addition, the DOL’s Educational Field and Small Mine Services staff will provide compliance assistance and outreach to mine operators, unions and other mining community organizations to promote and advance protections for miners.
For mines where the operator has not timely abated hazards, MSHA will issue a withdrawal order until the silica overexposure hazard has been abated. • Expanded silica sampling at mines to ensure inspectors’ samples represent the mines, commodities and occupations known to have the highest risk for overexposure. • A focus on sampling during periods of the mining process that present the highest risk of silica exposure for miners. • Reminding miners about their rights to report hazardous health conditions, including any attempt to tamper with the sampling process.
Disclosure of our proprietary chemical information to third parties or to the public, even if inadvertent, could diminish the value of our trade secrets or those of our chemical suppliers and could result in competitive harm to us, which could have an adverse impact on our business, financial condition, prospects and results of operations. 25 Table of Contents Supply chain issues, tariffs, moratoriums, and increased regulatory requirements on our suppliers may impact the cost and availability of raw materials necessary to our operations.
Disclosure of our proprietary chemical information to third parties or to the public, even if inadvertent, could diminish the value of our trade secrets or those of our chemical suppliers and could result in competitive harm to us, which could have an adverse impact on our business, financial condition, prospects and results of operations.
We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Any subsequent replacement of our debt agreements or any new indebtedness could have similar or greater restrictions. An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability, decrease our liquidity and impact our solvency.
Any subsequent replacement or amendment of our debt agreements or any new indebtedness could have similar or greater restrictions. An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability, decrease our liquidity and impact our solvency.
Such third party could take legal action to restrict or suspend the access or easement or could refuse to renew such rights or easements upon their contractual expiration, which could be materially adverse to our business, results of operations or financial condition. 20 Table of Contents We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition and results of operations.
Such third party could take legal action to restrict or suspend the access or easement or could refuse to renew such rights or easements upon their contractual expiration, which could be materially adverse to our business, results of operations or financial condition.
Debt” in the notes to our consolidated financial statements for discussion of our debt financing. 24 Table of Contents If we do not generate sufficient cash flows from operations, and additional borrowings, refinancings or proceeds of asset sales are not available to us, we may not have sufficient cash to enable us to meet all of our obligations.
If we do not generate sufficient cash flows from operations, and additional borrowings, refinancings or proceeds of asset sales are not available to us, we may not have sufficient cash to enable us to meet all of our obligations.
Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our ability to conduct completion activities. In the United States, the ESA restricts activities that may affect endangered or threatened species or their habitats and similar protections are offered to migratory birds under the MBTA and other federal and state statutes.
In the United States, the ESA restricts activities that may affect endangered or threatened species or their habitats and similar protections are offered to migratory birds under the MBTA and other federal and state statutes.
In addition, we do not have the ability to access or deploy Flotek’s cash or liquidity in our operations, which may limit our ability to mitigate the impact of the inclusion of Flotek’s financial statements in our consolidated financial statements. 21 Table of Contents Risks Related to our Growth Strategy To achieve our growth and vertical integration objectives, our management relies on a rapid succession of strategic acquisitions, investments and procurement arrangements the pace and scope of which may have the potential to adversely affect the day-to-day operation of our business, and our cash flows, financial condition and results of operations.
Risks Related to our Growth Strategy To achieve our growth and vertical integration objectives, our management relies on a rapid succession of strategic acquisitions, investments and procurement arrangements the pace and scope of which may have the potential to adversely affect the day-to-day operation of our business, and our cash flows, financial condition and results of operations.
As of December 31, 2024, we had 160,146,602 shares of our Class A Common Stock outstanding, and approximately 1,180,220 shares of Class A Common Stock remained available for issuance under our long-term incentive plan. The Wilks Parties owned 139,573,147 shares of our outstanding Class A Common Stock at March 3, 2025.
As of December 31, 2025, we had 180,871,183 shares of our Class A Common Stock outstanding, and approximately 756,173 shares of Class A Common Stock remained available for issuance under our long-term incentive plan. The Wilks Parties owned 148,503,480 shares of our outstanding Class A Common Stock at March 3, 2026.
Silica-related health issues and legislation, including compliance with existing or future regulations relating to respirable crystalline silica, or litigation could have an adverse effect on our business, reputation or results of operations. We are subject to laws and regulations relating to human exposure to crystalline silica.
At this time, the effects of such designation on our or our customers’ operations or the operations of our peers are likewise uncertain. Silica-related health issues and legislation, including compliance with existing or future regulations relating to respirable crystalline silica, or litigation could have an adverse effect on our business, reputation or results of operations.
That occurrence would substantially and adversely affect our ability to continue operating our business and would severely and adversely affect our cash flows and financial condition and results. Restrictions in our debt agreements and any future financing agreements may limit our ability to finance future operations, meet capital needs or capitalize on potential acquisitions and other business opportunities.
Restrictions in our debt agreements and any future financing agreements may limit our ability to finance future operations, meet capital needs or capitalize on potential acquisitions and other business opportunities.
We may need to implement one or more alternatives, such as reducing or delaying planned business activities, expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing. These financing strategies may not be executed on satisfactory terms, if at all or on terms that would be advantageous to our stockholders.
We may need to implement one or more alternatives, such as reducing or delaying planned business activities, expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing.
Wilks Earthworks, LLC (“Earthworks”), an affiliate of the Wilks Parties, provides us those services at our Kermit Sand Mine, Lamesa Sand Mine and San Antonio Sand Mine pursuant to a Master Services Agreement dated effective as of December 1, 2022 (the “Earthworks Services Agreement”).
Wilks Earthworks, LLC (“Earthworks”), an affiliate of the Wilks Parties, provides us those services at our Kermit, Lamesa and San Antonio Sand Mines pursuant to a Master Services Agreement dated effective as of December 1, 2022. The initial term of the agreement expired on December 1, 2024, but it renews automatically for successive one-year terms unless earlier terminated.
Our ability to upsize our current facilities, refinance our indebtedness or obtain additional financing, and to do so on commercially reasonable terms, will depend on, among other things, our financial condition at the time, restrictions in agreements governing our indebtedness, and other factors, including the condition of the financial markets and the markets in which we will compete.
Our efforts to upsize our current facilities, refinance our indebtedness or obtain additional financing, and to do so on commercially reasonable terms, will depend on, among other things, our financial condition at the time, restrictions in agreements governing our indebtedness, and other factors, including the condition of the financial markets and the markets in which we will compete. 24 Table of Contents If we are unsuccessful in these efforts, it will have a material adverse effect on our business and financial position and we may choose to pursue a filing under Chapter 11 under the U.S.
Additionally, if we were to lose any material customer, we may not be able to redeploy our equipment at similar utilization or pricing levels and such loss could have an adverse effect on our business until the equipment is redeployed at similar utilization or pricing levels. 17 Table of Contents As a vertically integrated company, our Proppant Production segment and power generation business make significant intercompany sales to our Stimulation Services segment and could be adversely affected if our Stimulation Services segment fails to perform as expected.
Additionally, if we were to lose any material customer, we may not be able to redeploy our equipment at similar utilization or pricing levels and such loss could have an adverse effect on our business until the equipment is redeployed at similar utilization or pricing levels.
We operate with most of our customers under master service agreements (“MSAs”). We endeavor to allocate potential liabilities and risks between the parties in the MSAs.
We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition and results of operations. We operate with most of our customers under master service agreements (“MSAs”). We endeavor to allocate potential liabilities and risks between the parties in the MSAs.
If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. 23 Table of Contents If we violate any of the restrictions, covenants, ratios or tests in our credit agreements, a significant portion of our indebtedness may become immediately due and payable.
If we violate any of the restrictions, covenants, ratios or tests in our credit agreements, a significant portion of our indebtedness may become immediately due and payable. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.
To the extent that ProFrac Holding Corp. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. 29 Table of Contents Conflicts of interest could arise between us, on the one hand, and Dan Wilks and Farris Wilks and entities owned by or affiliated with them (collectively, the “Wilks Parties”), on the other hand, concerning among other things, business transactions, competitive business activities or business opportunities.
Conflicts of interest could arise between us, on the one hand, and Dan Wilks and Farris Wilks and entities owned by or affiliated with them and certain individuals affiliated with such entities (collectively, the “Wilks Parties”), on the other hand, concerning among other things, business transactions, competitive business activities or business opportunities.
We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7.
We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7. Debt” in the notes to our consolidated financial statements for discussion of our debt financing.
The impact of the changing demand for oil and natural gas services and products, and proposed laws and regulations, may have a material adverse effect on our business, financial condition, results of operations and cash flows. 27 Table of Contents The commercial development of economically viable non-fossil fuel energy sources and related products (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could have a similar effect.
The impact of the changing demand for oil and natural gas services and products, and proposed laws and regulations, may have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we fail to upgrade and replace our fleet with the higher efficiency and more environmentally friendly equipment the industry increasingly demands, our competitive position may deteriorate, which may have a material adverse effect on our financial position, results of operations and cash flows.
In addition to being less attractive to customers, the legacy portion of our fleet is less efficient, and often requires additional maintenance and capital expenditures to be kept in good operating condition and may, therefore, be subject to longer or more frequent periods of unavailability. 21 Table of Contents If we fail to upgrade and replace our fleet with the higher efficiency and more environmentally friendly equipment the industry increasingly demands, our competitive position may deteriorate, which may have a material adverse effect on our financial position, results of operations and cash flows.
In June 2022, the Department of Labor’s (“DOL”) Mine Safety and Health Administration (“MSHA”) launched a new enforcement initiative to better protect U.S. miners from health hazards resulting from repeated overexposure to respirable crystalline silica.
These rules require compliance with engineering control obligations to limit exposures to respirable crystalline silica in connection with hydraulic fracturing activities. In June 2022, the DOL’s MSHA launched a new enforcement initiative to better protect U.S. miners from health hazards resulting from repeated overexposure to respirable crystalline silica.
The MSHA initiative is intended to take immediate action to reduce the risks of silica dust exposure as the DOL’s development of a mining industry standard continues.
In addition, the DOL’s Educational Field and Small Mine Services staff will provide compliance assistance and outreach to mine operators, unions and other mining community organizations to promote and advance protections for miners. The MSHA initiative is intended to take immediate action to reduce the risks of silica dust exposure as the DOL’s development of a mining industry standard continues.
For example, the federal Occupational Safety and Health Act (“OSHA”) has implemented rules establishing a more stringent permissible exposure limit for exposure to respirable crystalline silica and provided other provisions to protect employees. These rules require compliance with engineering control obligations to limit exposures to respirable crystalline silica in connection with hydraulic fracturing activities.
We are subject to laws and regulations relating to human exposure to crystalline silica. For example, OSHA has implemented rules establishing a more stringent permissible exposure limit for exposure to respirable crystalline silica and provided other provisions to protect employees.
Removed
The initial term of the agreement expired on December 1, 2024, but it renews automatically for successive one year terms unless earlier terminated.
Added
As a vertically integrated company, our Proppant Production segment and power generation business make significant intercompany sales to our Stimulation Services segment and could be adversely affected if our Stimulation Services segment fails to perform as expected.
Removed
In addition to being less attractive to customers, the legacy portion of our fleet is less efficient, and often requires additional maintenance and capital expenditures to be kept in good operating condition and may, therefore, be subject to longer or more frequent periods of unavailability.
Added
In addition, we do not have the ability to access or deploy Flotek’s cash or liquidity in our operations, which may limit our ability to mitigate the impact of the inclusion of Flotek’s financial statements in our consolidated financial statements.
Removed
The FWS has not yet proposed to designate critical habitat for the Dunes Sagebrush Lizard, which it may do so up to a year after a listing under the ESA. At this time, the effects of such designation on our or our customers’ operations or the operations of our peers are likewise uncertain.
Added
That occurrence would substantially and adversely affect our ability to continue operating our business and would severely and adversely affect our cash flows and financial condition and results. We have and are continuing to undertake initiatives to improve our liquidity. These initiatives may not be as successful as expected and our business may deteriorate further.
Removed
For example, since we consummated our IPO, the closing sales price of our Class A Common Stock has fluctuated from a high of $25.72 per share on November 22, 2022, to a low of $5.34 per share on October 23, 2024.
Added
Our level of indebtedness and lack of liquidity has adversely affected our financial flexibility and competitive position and made us more vulnerable to adverse economic conditions.
Added
We have executed initiatives to optimize our cost structure with a focus on operational efficiency, including reducing our direct and indirect labor costs, reducing our selling, general and administrative expenses by reducing headcount and eliminating certain non-labor related costs, and reducing other operating expenses and capital expenditures.
Added
We have also extended the maturity date of our credit agreement by six months to allow time for a full refinancing on more favorable terms, although we may not be able to refinance the credit agreement on favorable terms or at all, in which case it would mature in September 2027.
Added
We may be unable to successfully complete these initiatives or these initiatives, if completed, may not result in the cost savings or liquidity enhancements that we anticipate.
Added
Further, our business outlook may continue to deteriorate if our customers continue to reduce activity levels as a result of a depressed commodity price environment or otherwise, and our 23 Table of Contents results of operations and operating cash flows may correspondingly further decline.
Added
As a result, we may need to take other actions to improve our liquidity, which may include selling assets or seeking additional sources of capital. We may not be successful in these efforts, and additional capital may not be available, or if available, may not be on terms acceptable to us.
Added
While in the past, we have received financing support from certain of our secured lenders and from affiliates that have allowed for relief of covenants, refinancings and access to capital, such sources are under no obligation to provide new support in the future.
Added
These financing strategies may not be executed on satisfactory terms, if at all or on terms that would be advantageous to our stockholders.
Added
Bankruptcy Code. Seeking bankruptcy court protection could have a material adverse effect on our business, financial condition, results of operations and liquidity. While a bankruptcy proceeding continues, our senior management would spend substantial time and effort on the reorganization instead of business operations.
Added
Bankruptcy court protection also could make it more difficult to retain management and other key personnel necessary to the success and operation of our business. In addition, while we are involved in a bankruptcy proceeding, our customers might lose confidence in our ability to reorganize our business successfully and seek to establish alternative commercial relationships.
Added
Because our indebtedness is senior to our common shares in our capital structure, a bankruptcy proceeding could result in a limited recovery, if any, for our shareholders, and would place our shareholders at significant risk of losing all of their investment in our common shares.
Added
Supply chain issues, tariffs, moratoriums, and increased regulatory requirements on our suppliers may impact the cost and availability of raw materials necessary to our operations.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A Common Stock is currently quoted on Nasdaq under the symbol “ACDC.” There is no public market for our Class B Common Stock or our Series A Preferred Stock.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A Common Stock is currently quoted on Nasdaq and Nasdaq Texas under the symbol “ACDC.” There is no public market for our Class B Common Stock or our Series A Preferred Stock.
Issuer Purchases of Equity Securities During the quarter ended December 31, 2024, we did not repurchase any of our equity securities. I t em 6. [Reserved] 50 Table of Contents
Issuer Purchases of Equity Securities During the quarter ended December 31, 2025, we did not repurchase any of our equity securities. I t em 6. [Reserved] 50 Table of Contents
Holders of our Class A Common Stock As of March 3, 2025, there were 52 holders of record of our Class A Common Stock.
Holders of our Class A Common Stock As of March 3, 2026, there were 49 holders of record of our Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

291 edited+115 added−180 removed148 unchanged
Biggest changeNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts in millions, except per share amounts, or where otherwise noted) Stimulation Services Proppant Production Manufacturing Other Eliminations Total Year Ended December 31, 2023: Revenue External customers — services $ 2,274.2 $ — $ — $ — $ — $ 2,274.2 External customers — product sales (1) — 270.2 19.0 66.6 — 355.8 Intercompany (2) 17.0 113.1 157.1 126.4 ( 413.6 ) — Total Revenue $ 2,291.2 $ 383.3 $ 176.1 $ 193.0 $ ( 413.6 ) $ 2,630.0 Cost of revenues, exclusive of depreciation, depletion, and amortization 1,668.9 171.6 147.0 166.2 ( 413.6 ) 1,740.1 Selling, general and administrative, excluding stock-based compensation 147.0 13.8 14.6 28.4 — 203.8 Other expense (income) ( 2.1 ) ( 0.2 ) — 0.0 — ( 2.3 ) Adjusted EBITDA (3) $ 477.4 $ 198.1 $ 14.5 $ ( 1.6 ) $ — $ 688.4 Depreciation, depletion and amortization 363.0 68.1 4.2 3.1 — $ 438.4 Investment in property, plant & equipment 221.8 40.9 3.3 1.0 — $ 267.0 As of December 31, 2023: Cash and cash equivalents $ 1.3 $ 17.7 $ 0.4 $ 5.9 $ — $ 25.3 Total current assets 445.8 181.2 164.7 70.6 ( 224.2 ) 638.1 Property, plant, and equipment, net 881.6 859.8 19.8 17.8 — 1,779.0 Total assets (4) 2,483.9 1,160.1 243.9 188.7 ( 1,005.9 ) 3,070.7 Current portion of long-term debt 46.2 71.6 1.0 7.6 — 126.4 Long-term debt 611.2 328.2 2.6 0.1 — 942.1 Total liabilities 1,404.5 225.7 201.5 55.5 ( 145.1 ) 1,742.1 Year Ended December 31, 2022: Revenue External customers — services $ 2,341.5 $ — $ — $ — $ — $ 2,341.5 External customers — product sales (1) — 33.9 13.1 37.1 — 84.1 Intercompany (2) 7.2 56.1 153.6 74.7 ( 291.6 ) — Total Revenue $ 2,348.7 $ 90.0 $ 166.7 $ 111.8 $ ( 291.6 ) $ 2,425.6 Cost of revenues, exclusive of depreciation, depletion, and amortization 1,451.3 40.7 137.9 118.5 ( 291.6 ) 1,456.8 Selling, general and administrative, excluding stock-based compensation 122.6 3.2 14.4 17.4 — 157.6 Other expense (income) ( 0.7 ) 0.4 0.1 0.2 — ( 0.0 ) Adjusted EBITDA (3) $ 775.5 $ 45.7 $ 14.3 $ ( 24.3 ) $ — $ 811.2 Depreciation, depletion and amortization $ 246.4 $ 14.2 $ 4.7 $ 2.0 $ — $ 267.3 Investment in property, plant & equipment $ 297.8 $ 52.5 $ 5.5 $ 0.4 $ — $ 356.2 (1) Our Proppant Production segment recognized noncash revenue associated with acquired contract liabilities of $ 43.7 , $ 57.5 million and $ 6.6 million in 2024, 2023 and 2022, respectively.
Biggest changeNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts in millions, except per share amounts, or where otherwise noted) Summarized financial information for our reportable segments is as follows: Stimulation Services Proppant Production Manufacturing Flotek Other Eliminations Total Year Ended December 31, 2025: Revenue External customers — services $ 1,681.8 $ — $ — $ — $ 0.1 $ 10.8 $ 1,692.7 External customers — product sales (1) — 121.2 37.5 90.4 — — 249.1 Intercompany (2) 1.1 214.8 174.8 153.2 17.2 ( 561.1 ) — Total Revenue $ 1,682.9 $ 336.0 $ 212.3 $ 243.6 $ 17.3 $ ( 550.3 ) $ 1,941.8 Cost of revenues, exclusive of depreciation, depletion, and amortization 1,368.1 259.3 174.1 174.8 16.6 ( 538.3 ) 1,454.6 Selling, general and administrative, excluding stock-based compensation 108.9 19.7 19.7 30.9 0.9 — 180.1 Other expense (income) ( 2.6 ) ( 0.1 ) — ( 0.3 ) — — ( 3.0 ) Adjusted EBITDA (3) $ 208.5 $ 57.1 $ 18.5 $ 38.2 $ ( 0.2 ) $ ( 12.0 ) $ 310.1 Depreciation, depletion and amortization 321.5 76.6 15.3 3.5 1.8 ( 2.4 ) 416.3 Investment in property, plant & equipment 144.7 23.3 1.9 8.9 3.0 ( 11.9 ) 169.9 As of December 31, 2025: Cash and cash equivalents $ 14.0 $ 1.1 $ 2.1 $ 5.7 $ — $ — $ 22.9 Total current assets 403.1 78.5 315.7 110.4 3.5 ( 427.7 ) 483.5 Property, plant, and equipment, net (4) 669.4 725.6 42.7 29.6 10.4 ( 13.4 ) 1,464.3 Total assets 2,795.6 1,115.8 455.8 266.2 37.0 ( 2,097.3 ) 2,573.1 Current portion of long-term debt 94.1 48.5 3.6 3.5 — — 149.7 Long-term debt 554.8 266.4 14.6 39.8 — — 875.6 Total liabilities 1,855.2 425.2 378.0 114.2 41.9 ( 1,122.1 ) 1,692.4 104 Table of Contents ProFrac Holding Corp.
Expenditures for renewals and betterments that extend the lives of our equipment, which may include the replacement of significant components of equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred.
Expenditures for betterments and renewals that extend the lives of our equipment, which may include the replacement of significant components of equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred.
Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
(“ProFrac Corp.”) and its consolidated subsidiaries, including ProFrac Holdings, LLC (“ProFrac LLC”), is a vertically integrated and innovation-driven energy holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources.
(“ProFrac Corp.”) and its consolidated subsidiaries, including ProFrac Holdings, LLC (“ProFrac LLC”), is a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources.
Expenditures for renewals and betterments that extend the lives of our service equipment, which includes the replacement of significant components of service equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred.
Expenditures for betterments and renewals that extend the lives of our service equipment, which includes the replacement of significant components of service equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred.
See “Note 5. Goodwill Impairments” for discussion of our goodwill impairments. Impairment of Long-Lived Assets We evaluate property, plant, and equipment, operating lease right-of-use assets, and definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of a long-lived asset may not be recoverable.
See “Note 5. Impairments” for discussion of our goodwill impairments. Impairment of Long-Lived Assets We evaluate property, plant, and equipment, operating lease right-of-use assets, and definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of a long-lived asset may not be recoverable.
In June 2024, we acquired 100 % of the issued and outstanding common stock of NRG Manufacturing, Inc., which manufactures equipment used in the hydraulic fracturing industry, and its affiliate, AMI US Holdings, Inc., which develops commercial software used in hydraulic fracturing industry (collectively “NRG”), for total purchase consideration of $ 6.0 million in cash.
In June 2024, we acquired 100 % of the issued and outstanding common stock of NRG Manufacturing, Inc., which manufactures equipment used in the hydraulic fracturing industry, and its affiliate, AMI US Holdings, Inc., which develops commercial software used in hydraulic fracturing industry (collectively “NRG”), for total purchase consideration of $ 6.0 million in cash.
The 2029 Senior Notes are redeemable, at our option, beginning on January 15, 2025, at a premium of 5 % through January 14, 2026. This premium declines to 2.0 % through January 14, 2027, and 1.0 % through January 14, 2028, after which we may redeem the notes at par value.
The 2029 Senior Notes are redeemable, at our option, beginning on January 15, 2025, at a premium of 5 % through January 14, 2026. This premium declines to 2.0 % through January 14, 2027, and 1.0 % through January 14, 2028, after which we may redeem the 2029 Senior Notes at par value.
This Make Whole provision is accounted for as a written put option with a fair value of $ 8.6 million as of December 31, 2024 and is presented within other current liabilities in our consolidated balance sheet. The fair value of the Munger make-whole provision was estimated using a Black-Scholes model.
This Make Whole provision was accounted for as a written put option with a fair value of $ 8.6 million as of December 31, 2024 and is presented within other current liabilities in our consolidated balance sheet. The fair value of the Munger make-whole provision was estimated using a Black-Scholes model.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) Class A Common Stock Class B Common Stock Additional Paid-in (Accumulated Deficit) Retained Accumulated Other Comprehensive Noncontrolling Total Stockholders' (Deficit) Shares Amount Shares Amount Capital Earnings Income Interests Equity Balance, December 31, 2022 53.9 $ 0.5 104.2 $ 1.0 $ — $ ( 1,185.9 ) $ — $ 72.2 ( 1,112.2 ) Class A shares issued to acquire Producers 0.4 — — — 6.2 — — — 6.2 Class A shares issued to acquire Performance Proppants 0.3 — — — 3.4 — — — 3.4 Net loss — — — — — ( 97.7 ) — ( 3.3 ) ( 101.0 ) Stock-based compensation — — — — 7.8 — — 0.3 8.1 Stock-based compensation related to deemed contribution — — — — 12.4 — — — 12.4 Flotek common stock issued to satisfy convertible notes held by third parties — — — — — — — 12.7 12.7 Adjustment of redeemable noncontrolling interest to redemption amount — — — — ( 67.1 ) 1,277.4 — — 1,210.3 Conversion of Class B shares to Class A shares 104.2 1.0 ( 104.2 ) ( 1.0 ) 1,313.3 — — — 1,313.3 Foreign currency translation adjustments — — — — — — 0.3 ( 0.1 ) 0.2 Class A shares issued for vested stock awards 0.6 — — — — — — — — Tax withholding related to net share settlement of equity awards — — — — ( 0.8 ) — — — ( 0.8 ) Additional paid-in capital related to tax receivable agreement — — — — ( 67.6 ) — — — ( 67.6 ) Change in equity ownership of Flotek — — — — 23.1 — — ( 23.1 ) — Adjustment of convertible preferred stock to redemption amount — — — — — ( 9.8 ) — — ( 9.8 ) Change in accrued distribution related to income taxes — — — — ( 5.3 ) — — — ( 5.3 ) Balance, December 31, 2023 159.4 $ 1.5 $ — $ — $ 1,225.4 $ ( 16.0 ) $ 0.3 $ 58.7 $ 1,269.9 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents ProFrac Holding Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) Class A Common Stock Class B Common Stock Additional Paid-in (Accumulated Deficit) Retained Accumulated Other Comprehensive Noncontrolling Total Stockholders' (Deficit) Shares Amount Shares Amount Capital Earnings Income Interests Equity Balance, December 31, 2022 53.9 $ 0.5 104.2 $ 1.0 $ — $ ( 1,185.9 ) $ — $ 72.2 ( 1,112.2 ) Class A shares issued to acquire Producers 0.4 — — — 6.2 — — — 6.2 Class A shares issued to acquire Performance Proppants 0.3 — — — 3.4 — — — 3.4 Net loss — — — — — ( 97.7 ) — ( 3.3 ) ( 101.0 ) Stock-based compensation — — — — 7.8 — — 0.3 8.1 Stock-based compensation related to deemed contribution — — — — 12.4 — — — 12.4 Flotek common stock issued to satisfy convertible notes held by third parties — — — — — — — 12.7 12.7 Adjustment of redeemable noncontrolling interest to redemption amount — — — — ( 67.1 ) 1,277.4 — — 1,210.3 Conversion of Class B shares to Class A shares 104.2 1.0 ( 104.2 ) ( 1.0 ) 1,313.3 — — — 1,313.3 Foreign currency translation adjustments — — — — — — 0.3 ( 0.1 ) 0.2 Class A shares issued for vested stock awards 0.6 — — — — — — — — Tax withholding related to net share settlement of equity awards — — — — ( 0.8 ) — — — ( 0.8 ) Additional paid-in capital related to tax receivable agreement — — — — ( 67.6 ) — — — ( 67.6 ) Change in equity ownership of Flotek — — — — 23.1 — — ( 23.1 ) — Adjustment of convertible preferred stock to redemption amount — — — — — ( 9.8 ) — — ( 9.8 ) Change in accrued distribution related to income taxes — — — — ( 5.3 ) — — — ( 5.3 ) Balance, December 31, 2023 159.4 $ 1.5 $ — $ — $ 1,225.4 $ ( 16.0 ) $ 0.3 $ 58.7 $ 1,269.9 The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents ProFrac Holding Corp.
Under the income approach, the fair values for these reporting units were determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Due to the inherent uncertainties involved in making estimates and assumptions, actual results and discount rates may differ from those assumed in our forecasts.
Under the income approach, the fair values for these reporting units were determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. Due to the inherent uncertainties involved in making estimates and assumptions, actual results and discount rates may differ from those assumed in our forecasts. 6.
Based upon the results of our interim quantitative impairment tests, we concluded that the carrying values of the Permian Proppant and Eagle Ford Proppant reporting units exceeded their estimated fair values, which resulted in goodwill impairment charges of $ 2.4 million and $ 4.4 million, respectively, for the third quarter of 2024, which represented all of the goodwill recorded on these reporting units. 6.
Based upon the results of our interim quantitative impairment tests, we concluded that the carrying values of the Permian Proppant and Eagle Ford Proppant reporting units exceeded their estimated fair values, which resulted in goodwill impairment charges of $ 2.4 million and $ 4.4 million, respectively, for the third quarter of 2024, which represented all of the goodwill recorded on these reporting units.
At each reporting date, we consider all available positive and negative evidence to evaluate whether our deferred tax assets are more likely than not to be realized. A significant piece of negative evidence that we consider is whether we have incurred cumulative losses (generally defined as losses before income taxes) in recent years.
At each reporting date, we consider all available positive and negative evidence to evaluate whether our deferred tax assets are more likely than not to be realized. A significant piece of negative evidence that we consider is cumulative losses (generally defined as losses before income taxes) incurred in recent years.
The Redeeming Members include entities owned or affiliated with ProFrac Corp.'s controlling stockholders, Mr. Dan Wilks and Mr. Farris Wilks, as well as Mr. Matthew D. Wilks, our Executive Chairman, an entity affiliated with Mr. Johnathan L. Wilks, our Chief Executive Officer, and Mr. Coy Randle, a member of our board of directors.
The Redeeming Members include entities owned or affiliated with ProFrac Corp.'s controlling stockholders, Mr. Dan Wilks and Mr. Farris Wilks, as well as Mr. Matthew D. Wilks, our Executive Chairman, an entity affiliated with Mr. Johnathan L. Wilks, our Chief Executive Officer, and Mr. Coy Randle, a former member of our board of directors.
Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered. Our current and non-current contract liabilities are classified as other current liabilities and other liabilities, respectively, in our consolidated balance sheets.
Our contract assets are classified as accounts receivable in our consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered. Our current and non-current contract liabilities are classified as other current liabilities and other liabilities, respectively, in our consolidated balance sheets.
The CODM assesses the performance of the segments based on segment adjusted EBITDA, which is defined as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, gain (loss) on extinguishment of debt, gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges, goodwill impairments, gains on insurance recoveries, transaction costs, third-party supply commitment charges, and impairments of long-lived assets.
The CODM assesses the performance of the segments based on segment adjusted EBITDA, which is defined as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, gain (loss) on extinguishment of debt, gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges, goodwill impairments, gains on insurance recoveries, transaction costs, third-party supply commitment charges, lease termination costs and impairments of long-lived assets.
The information required by this Item is incorporated by reference to our Pr oxy Statement for the 2025 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days of December 31, 2024 (the “2025 Proxy Statement”).
The information required by this Item is incorporated by reference to our Pr oxy Statement for the 2025 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days of December 31, 2025 (the “2025 Proxy Statement”).
The consolidated financial statements include the accounts of our company and all of our majority-owned subsidiaries that we control or variable interest entities for which we have determined that we are the primary beneficiary. All significant intercompany accounts and transactions are eliminated in consolidation.
The consolidated financial statements include the accounts of our company, all of our majority-owned subsidiaries that we control, and variable interest entities for which we have determined that we are the primary beneficiary. All significant intercompany accounts and transactions are eliminated in consolidation.
CONSOLIDATED STATEMEN TS OF CHANGES IN EQUITY (in millions) Class A Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Noncontrolling Total Stockholders' Shares Amount Capital Deficit Income Interests Equity Balance, December 31, 2023 159.4 $ 1.5 $ 1,225.4 $ ( 16.0 ) $ 0.3 $ 58.7 $ 1,269.9 Net income (loss) — — — ( 215.1 ) — 7.3 ( 207.8 ) Stock-based compensation — — 6.5 — — 0.8 7.3 Class A shares issued for vested stock awards 0.8 — — — — — — Tax withholding related to net share settlement of equity awards ( 0.2 ) — ( 1.5 ) — — — ( 1.5 ) Foreign currency translation adjustments — — — — ( 0.2 ) 0.2 — Share issuance 0.2 — — — — — — Noncontrolling interest of acquired business — — — — — 2.2 2.2 Deemed contribution — — 26.5 — — — 26.5 Adjustment to additional paid-in capital related to tax receivable agreement — — ( 14.9 ) — — — ( 14.9 ) Other — — ( 0.8 ) — — — ( 0.8 ) Adjustment of convertible preferred stock to redemption amount — — — ( 4.8 ) — — ( 4.8 ) Balance, December 31, 2024 160.2 $ 1.5 $ 1,241.2 $ ( 235.9 ) $ 0.1 $ 69.2 $ 1,076.1 The accompanying notes are an integral part of these consolidated financial statements. 69 Table of Contents ProFrac Holding Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in millions) Class A Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Noncontrolling Total Stockholders' Shares Amount Capital Deficit Income Interests Equity Balance, December 31, 2023 159.4 $ 1.5 $ 1,225.4 $ ( 16.0 ) $ 0.3 $ 58.7 1,269.9 Net income (loss) — — — ( 215.1 ) — 7.3 ( 207.8 ) Stock-based compensation — — 6.5 — — 0.8 7.3 Class A shares issued for vested stock awards 0.8 — — — — — — Tax withholding related to net share settlement of equity awards ( 0.2 ) — ( 1.5 ) — — — ( 1.5 ) Foreign currency translation adjustments — — — — ( 0.2 ) 0.2 — Share issuance 0.2 — — — — — — Noncontrolling interest of acquired business — — — — — 2.2 2.2 Deemed contribution — — 26.5 — — — 26.5 Adjustment to additional paid-in capital related to tax receivable agreement — — ( 14.9 ) — — — ( 14.9 ) Other — — ( 0.8 ) — — — ( 0.8 ) Adjustment of convertible preferred stock to redemption amount — — — ( 4.8 ) — — ( 4.8 ) Balance, December 31, 2024 160.2 $ 1.5 $ 1,241.2 $ ( 235.9 ) $ 0.1 $ 69.2 $ 1,076.1 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents ProFrac Holding Corp.
As a result, we have classified the Preferred Stock as mezzanine equity on our consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings. 10.
As a result, we have classified the Preferred Stock as mezzanine equity on our consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings.
PREFERRED STOCK In September 2023, we issued and sold 50,000 shares of Series A preferred stock, par value $ 0.01 per share (the "Preferred Stock"), to two entities controlled by the Wilks Parties.
EQUITY Preferred Stock In September 2023, we issued and sold 50,000 shares of Series A preferred stock, par value $ 0.01 per share (the "Preferred Stock"), to two entities controlled by the Wilks Parties.
The grant date fair value of this award was estimated to be $ 45.3 million and will be recognized over the estimated derived service period of approximately one year .
The grant date fair value of this award was estimated to be $ 45.3 million and was recognized over the estimated derived service period of approximately one year .
Deferred tax assets related to our U.S. federal and state tax net operating losses are still available to us to offset future taxable income, subject to limitations in the event of a change of control under Section 382 of the Internal Revenue Code. At December 31, 2024, we had not incurred such an ownership change.
Deferred tax assets related to our U.S. federal and state tax net operating losses are still available to us to offset future taxable income, subject to limitations in the event of a change of control under Section 382 of the Internal Revenue Code. At December 31, 2025, we had not incurred such an ownership change.
This acquisition expanded our manufacturing capabilities into new product categories. The total purchase consideration was $ 39.8 million, consisting of cash consideration of $ 14.9 million and our pre-existing equity investment of $ 24.9 million. In 2024, our operating results include revenues of $ 17.1 million and a pretax loss of $ 11.0 million, related to the BPC acquired operations.
This acquisition expanded our manufacturing capabilities into new product categories. The total purchase consideration was $ 39.8 million, consisting of cash consideration of $ 14.9 million and our pre-existing equity investment of $ 24.9 million. In 2024, our operating results included revenues of $ 17.1 million and a pretax loss of $ 11.0 million, related to the BPC acquired operations.
Rule 10b5-1 Trading Plans During the three months ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” I t em 9C.
Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” I t em 9C.
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”) .
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
Fair value reflects our estimate of the price a potential market participant would be willing to pay for the reporting unit in an arms-length transaction. Reporting units with significant goodwill balances at December 31, 2024, include our Stimulation Services reporting unit and our Flotek reporting unit. Determining the fair value of a reporting unit requires complex analysis and judgment.
Fair value reflects our estimate of the price a potential market participant would be willing to pay for the reporting unit in an arms-length transaction. Reporting units with significant goodwill balances at December 31, 2025, include our Stimulation Services reporting unit and our Flotek reporting unit. Determining the fair value of a reporting unit requires complex analysis and judgment.
The 2029 Senior Notes contain covenants that could, in certain circumstances, limit our ability to issue additional debt, repurchase or pay dividends on our common or preferred stock, sell our assets, or enter into certain other transactions. We were in compliance with all of the covenants in the indenture governing our 2029 Senior Notes at December 31, 2024.
The 2029 Senior Notes contain covenants that could, in certain circumstances, limit our ability to issue additional debt, repurchase or pay dividends on our common or preferred stock, sell our assets, or enter into certain other transactions. We were in compliance with all of the covenants in the indenture governing our 2029 Senior Notes at December 31, 2025.
As of December 31, 2024 and 2023, we had no restricted cash. Allowance for Credit Losses We establish an allowance for credit losses to reduce the carrying value of our accounts receivable based on a number of factors, including the length of time that accounts receivable are past due, our previous loss history, and the customer’s creditworthiness.
As of December 31, 2025 and 2024, we had no restricted cash. Allowance for Credit Losses We establish an allowance for credit losses to reduce the carrying value of our accounts receivable based on a number of factors, including the length of time that accounts receivable are past due, our previous loss history, and the customer’s creditworthiness.
Opinion on internal control over financial reporting We have audited the internal control over financial reporting of ProFrac Holding Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Opinion on internal control over financial reporting We have audited the internal control over financial reporting of ProFrac Holding Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK At December 31, 2024, we held no derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. We are subject to interest rate risk on our variable-rate debt.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK At December 31, 2025, we held no derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. We are subject to interest rate risk on our variable-rate debt.
As of December 31, 2023 , the estimated fair value of our investment in BPC was $ 23.4 million. Our acquisition of BPC in 2024 effectively settled our investments in BPC previously measured under the fair value option. See “Note 4. Business Combinations” for further discussion of the acquisition. 92 Table of Contents ProFrac Holding Corp.
As of December 31, 2023 , the estimated fair value of our investment in BPC was $ 23.4 million. Our acquisition of BPC in 2024 effectively settled our investments in BPC previously measured under the fair value option. See “Note 4. Business Combinations” for further discussion of the acquisition. 86 Table of Contents ProFrac Holding Corp.
Financial Statements and Supplementary Data.” Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended December 31, 2023, for discussion of our financial condition and results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, which is incorporated by reference herein.
Financial Statements and Supplementary Data.” Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended December 31, 2024, for discussion of our financial condition and results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023, which is incorporated by reference herein.
The fair value of time-based and performance-based restricted stock units is determined based on the number of units granted and the closing price of our Class A Common Stock on the date of grant. Stock-based awards with market conditions are valued using a Monte Carlo simulation analysis.
The fair value of time-based and performance-based equity-settled restricted stock units is determined based on the number of units granted and the closing price of our Class A Common Stock on the date of grant. Stock-based awards with market conditions are valued using a Monte Carlo simulation analysis.
Management, with assistance from a third-party valuation specialist, prepared a quantitative impairment test for the Stimulation Services reporting unit as of the Company’s annual impairment testing date in the fourth quarter of 2024 using a combination of the income and market approaches.
Management, with assistance from a third-party valuation specialist, prepared a quantitative impairment test for the Stimulation Services reporting unit as of the Company’s annual impairment testing date in the fourth quarter of 2025 using a combination of the income and market approaches.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
Although we believe that our judgments and estimates are reasonable, an adjustment to a valuation allowance in a given period may require a material adjustment in a future period if our assumptions regarding our future taxable income are proven inaccurate due to an industry downturn.
Although we believe that our judgments and estimates are reasonable, an adjustment to a valuation allowance in a given period may require a material adjustment in a future period if our assumptions regarding our future taxable income are proven inaccurate due to industry cycles.
Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and are therefore excluded from revenues in the consolidated statements of operations. Business Combinations Business combinations are accounted for under the acquisition method of accounting.
Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and are therefore excluded from revenues in the consolidated statements of operations. Business Combinations and Asset Acquisitions Business combinations are accounted for under the acquisition method of accounting.
Under the Munger Right Agreement, the sellers elected to receive their consideration in shares of our Class A common stock, which was valued at $ 38.1 million at our IPO date. The Munger Right Agreement includes a ‘Make Whole’ provision.
Under the Munger Right Agreement, the sellers elected to receive their consideration in shares of our Class A common stock, which was valued at $ 38.1 million at our IPO date. The Munger Right Agreement included a ‘Make Whole’ provision.
The 2022 ABL Credit Facility, as amended, provides for a maximum availability of $ 325.0 million. The maximum availability of credit under the 2022 ABL Credit Facility is limited at any time to the lesser of the lenders committed amounts or a borrowing base.
The 2022 ABL Credit Facility, as amended, provides for a maximum availability of $ 325.0 million. The maximum availability of credit under the 2022 ABL Credit Facility is limited at any time to the lesser of the lenders’ committed amounts or a borrowing base.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Executive Chairman and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Executive Chairman and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (“Management’s Report”).
Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Alpine was in compliance with all other covenants, and there were no existing defaults or events of default related to the Alpine 2023 Term Loan as of December 31, 2024. 2022 ABL Credit Facility On March 4, 2022, ProFrac LLC, ProFrac II, LLC, as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement that expires on March 4, 2027 (as amended, the “2022 ABL Credit Facility”), with a group of lenders with JPMorgan Chase Bank N.A., as administrative agent and collateral agent.
Alpine was in compliance with all other covenants, and there were no existing defaults or events of default related to the Alpine 2023 Term Loan as of December 31, 2025. 2022 ABL Credit Facility In March 2022, ProFrac LLC, ProFrac II, LLC, as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement that was scheduled to expire on March 4, 2027 (as amended, the “2022 ABL Credit Facility”), with a group of lenders with JPMorgan Chase Bank N.A., as administrative agent and collateral agent.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 10, 2025 expressed an unqualified opinion.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 13, 2026 expressed an unqualified opinion.
The 2029 Senior Notes contain a covenant requiring us to maintain a minimum loan to value (“LTV”) ratio of 0.78 to 1.00 in 2025, 0.77 to 1.00 in 2026, and 0.75 to 1.00 thereafter. This ratio is the aggregate unpaid principal amount of the 2019 Senior Notes divided by the orderly liquidation value of our applicable assets.
The 2029 Senior Notes contain a covenant requiring us to maintain a minimum loan to value (“LTV”) ratio of 0.77 to 1.00 in 2026, and 0.75 to 1.00 thereafter. This ratio is the aggregate unpaid principal amount of the 2029 Senior Notes divided by the orderly liquidation value of our applicable assets.
We operate in three reportable business segments: Stimulation Services, Proppant Production and Manufacturing. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers.
We operate in four reportable business segments: Stimulation Services, Proppant Production, Manufacturing and Flotek. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers.
We then concluded that BPC was a VIE, but we were not the primary beneficiary of the VIE. We elected the fair value option to account for our equity method investment in BPC. See “Note 15. Fair Value of Financial Instruments” for more information on our instruments using Level 3 measurements.
We then concluded that BPC was a VIE, but we were not the primary beneficiary of the VIE. We elected the fair value option to account for our equity method investment in BPC. See “Note 15. Fair Value Measurements” for more information on our instruments using Level 3 measurements.
In September 2023, the Company entered into a purchase agreement with THRC Holdings, LP and FARJO Holdings, LP, pursuant to which the Company issued and sold 50,000 shares of Preferred Stock for gross proceeds of $ 50.0 million. THRC Holdings, LP and FARJO Holdings, LP are Wilks Parties. See “Note 9.
In September 2023, the Company entered into a purchase agreement with THRC Holdings, LP and FARJO Holdings, LP, pursuant to which the Company issued and sold 50,000 shares of Preferred Stock for gross proceeds of $ 50.0 million. THRC Holdings, LP and FARJO Holdings, LP are Wilks Parties. See “Note 9. Equity” for more information.
Business Combinations” in the notes to our consolidated financial statements for discussion of our ownership of Flotek. Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries.
Organization and Description of Business" in the notes to our consolidated financial statements for discussion of our ownership of Flotek. Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries.
However, the cyclical nature of our business, which results in fluctuations in the use of our equipment and the environments in which we operate, could cause us to change our estimates, thus affecting the future calculation of depreciation. We continuously perform repair and maintenance expenditures on our service and mining equipment.
However, the cyclical nature of our business, which 61 Table of Contents results in fluctuations in the use of our equipment and the environments in which we operate, could cause us to change our estimates, thus affecting the future calculation of depreciation. We continuously perform repair and maintenance expenditures on our service and mining equipment.
For equity-classified awards with graded vesting based solely on the satisfaction of a service condition, we recognize compensation cost as a single award on a straight-line basis.
For awards with graded vesting based solely on the satisfaction of a service condition, we recognize compensation cost as a single award on a straight-line basis.
These include long-lived assets and liabilities acquired through our business combination activities and purchase consideration in the form of seller-financed long-term notes payable, the fair values of which were determined using applicable valuation models based on significant unobservable inputs classified as Level 3 in the fair value hierarchy. See “Note 4.
These include long-lived assets and liabilities acquired through our business combination activities and purchase consideration in the form of seller-financed long-term notes payable, the fair values of which were determined using applicable valuation models based on significant unobservable inputs classified as Level 3 in the fair value hierarchy. See “Note 4. Business Combinations” for additional information.
BPC is included in our Manufacturing reportable segment. In June 2024, we acquired 100 % of the issued and outstanding capital stock of Advanced Stimulation Technologies, Inc. (“AST”), a pressure pumping services provider serving the Permian Basin, for total purchase consideration of $ 174.0 million in cash. This acquisition expanded our hydraulic fracturing capabilities.
BPC is included in our Manufacturing reportable segment. In June 2024, we acquired 100 % of the issued and outstanding capital stock of Advanced Stimulation Technologies, Inc. (“AST”), a pressure pumping services provider serving the Permian Basin, for total purchase consideration of $ 173.4 million in cash. This acquisition expanded our hydraulic fracturing capabilities.
While many of these matters involve inherent uncertainty, we believe that, other than as described below, the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.
While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.
Based on its evaluation under this framework, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
Based on its evaluation under this framework, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
The total income tax benefit for all stock-based compensation was $ 0.3 million, $ 0.2 million and $ 0.4 million in 2024, 2023, and 2022 respectively; however, such benefit was substantially offset by the valuation allowance against our deferred tax assets.
The total income tax benefit for all stock-based compensation was $ 1.4 million, $ 0.3 million and $ 0.2 million in 2025, 2024, and 2023 respectively; however, such benefit was substantially offset by the valuation allowance against our deferred tax assets.
Because this sale was to an affiliate under common control, we accounted for the $ 26.5 million as an equity transaction recorded as a deemed contribution within our consolidated statements of changes in equity. This lease is accounted for as an operating lease.
Because this sale was to an affiliate under common control, we accounted for the $26.5 million as an equity transaction recorded as a deemed contribution within our consolidated statements of changes in equity.
We recognize measurement-period adjustments in the period in which we determine the 58 Table of Contents amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date.
We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date.
The obligation to pay principal and interest on the 2029 Senior Notes is jointly and severally guaranteed on a full and unconditional basis by ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries.
The obligation to pay principal and interest on the 2029 Senior Notes is jointly and severally guaranteed on a full and unconditional basis by ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries other than the Alpine subsidiaries.
We record uncertain tax positions, if any, in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest 59 Table of Contents amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
We record uncertain tax positions, if any, on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The 2029 Senior Notes are secured on a first priority basis by substantially all of the assets of ProFrac Corp. and ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries.
The 2029 Senior Notes are secured on a first priority basis by substantially all of the assets of ProFrac Corp. and ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries other than the Alpine subsidiaries.
While Flotek is included in our consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See “Note 4.
While Flotek is included in our consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 1.
ProFrac Holding Corp and its U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. Our income tax returns, along with income tax returns for our acquired subsidiaries, are currently subject to examination in federal and state jurisdictions primarily for tax years from 2020-2023.
ProFrac Holding Corp and its U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. Our income tax returns, along with income tax returns for our acquired subsidiaries, are currently subject to examination in federal and state jurisdictions primarily for tax years from 2021-2024.
The following is a reconciliation of our recurring Level 3 fair value measurements: Year Ended December 31, 2024 2023 Net asset (liability) balance at beginning of period $ 15.9 $ 46.6 Change in fair value of Level 3 fair value measurements 0.4 ( 30.7 ) Transfer of investment in BPC to acquisition purchase consideration ( 24.9 ) — Net asset (liability) balance at end of period $ ( 8.6 ) $ 15.9 All of the changes in fair value of Level 3 fair value instruments were charged to income and classified as other income (expense), net on our consolidated statements of operations.
The following is a reconciliation of our recurring Level 3 fair value measurements: Year Ended December 31, 2025 2024 Net asset (liability) balance at beginning of period $ ( 8.6 ) $ 15.9 Transfer of investment in BPC to acquisition purchase consideration — ( 24.9 ) Change in fair value of Level 3 fair value measurements 3.7 0.4 Munger liability settled in cash 4.9 — Net asset (liability) balance at end of period $ — $ ( 8.6 ) All of the changes in fair value of Level 3 fair value instruments were charged to income and classified as other income (expense), net on our consolidated statements of operations.
STOCK-BASED COMPENSATION The compensation cost charged against income for all stock-based compensation was $ 7.3 million, $ 29.8 million, and $ 67.4 million in 2024, 2023, and 2022, respectively and was classified as selling, general, and administrative expenses in our consolidated statements of operations.
STOCK-BASED COMPENSATION The compensation cost charged against income for all stock-based compensation was $ 10.4 million, $ 7.3 million, and $ 29.8 million in 2025, 2024, and 2023, respectively and was classified as selling, general, and administrative expenses in our consolidated statements of operations.
(3) Adjusted EBITDA for the stimulated services segment included an intercompany supply commitment charge of $ 32.5 million and $ 20.1 million in 2024 and 2023, respectively, because this segment did not purchase the minimum contractual commitment of chemistry products from Flotek. 110 Table of Contents ProFrac Holding Corp.
(3) Adjusted EBITDA for the stimulated services segment included an intercompany supply commitment charge of $ 27.4 million, $ 32.5 million and $ 20.1 million in 2025, 2024 and 2023, respectively, because this segment did not purchase the minimum contractual commitment of chemistry products from Flotek. 105 Table of Contents ProFrac Holding Corp.
Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 62 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 185 ) 64 Consolidated Balance Sheets 66 Consolidated Statements of Operations 67 Consolidated Statements of Comprehensive Income (Loss) 68 Consolidated Statements of Changes in Equity 69 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 74 61 Table of Contents REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders ProFrac Holding Corp.
Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 64 Consolidated Balance Sheets 66 Consolidated Statements of Operations 67 Consolidated Statements of Comprehensive Income (Loss) 68 Consolidated Statements of Changes in Equity 69 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 74 63 Table of Contents REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders ProFrac Holding Corp.
Stock-based compensation expense related to Flotek awards was $ 0.8 million, $ 0.3 million and $ 2.1 million in 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $ 3.1 million of unrecognized compensation cost for Flotek equity awards, which is expected to be recognized over a weighted-average period of 1.9 years.
Stock-based compensation expense related to Flotek awards was $ 2.3 million, $ 0.8 million and $ 0.3 million in 2025, 2024 and 2023, respectively. As of December 31, 2025, there was $ 5.5 million of unrecognized compensation cost for Flotek equity awards, which is expected to be recognized over a weighted-average period of 1.6 years.
In 2024, we made principal payments of $ 55.8 million on our 2029 Senior Notes. The 2029 Senior Notes bear interest at an adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) plus a margin of 7.25 % per annum with a 2.00 % Adjusted SOFR floor.
We made principal payments on our 2029 Senior Notes of $ 73.9 million and $ 55.8 million in 2025 and 2024, respectively. The 2029 Senior Notes bear interest at an adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) plus a margin of 7.25 % per annum with a 2.00 % Adjusted SOFR floor.
Estimates are used for, but are not limited to, determining the following: allowance for credit losses; inventory net realizable values; recoverability of long-lived assets; revenue recognition on long-term contracts; valuation of goodwill; useful lives used in depreciation, depletion and amortization; income taxes and related valuation allowances; accruals for loss contingencies; stock-based compensation expense; and the fair value of assets acquired and liabilities assumed in acquisitions.
Estimates are used for, but are not limited to, determining the following: allowance for credit losses; inventory net realizable values; recoverability of long-lived assets; impairments of long-lived assets and goodwill, revenue recognition on long-term contracts; valuation of goodwill; useful lives used in depreciation, depletion and amortization; income taxes and related valuation allowances; accruals for loss contingencies; stock-based compensation expense; and the fair value of assets acquired and liabilities assumed in acquisitions. 76 Table of Contents ProFrac Holding Corp.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 10, 2025 expressed unqualified opinion on those financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 13, 2026 expressed an unqualified opinion on those financial statements.
Our audit procedures related to the estimation of fair value of the Stimulation Services reporting unit included the following, among others. • We evaluated the design and tested the operating effectiveness of the Company’s controls associated with developing the estimated fair value of the reporting unit. • We evaluated the qualifications of valuation specialists engaged by the Company to assist in developing the estimated fair value of the reporting unit. • We tested the clerical accuracy of the fair value models utilized by the valuation specialists and by management in estimating the fair value of the reporting unit. • We identified significant inputs and assumptions applied in the estimation of fair value of the reporting unit to determine whether the inputs and assumptions were relevant in the circumstances and applied appropriately in the development of that fair value estimate. • We evaluated forecasted financial performance of the reporting unit by comparing the projected amounts of revenues and cash flows to actual historical performance or relevant industry data. • We utilized valuation specialists to assist in evaluating the methodologies used and whether they were acceptable for the underlying fair value determination and whether such methodologies had been applied correctly; the appropriateness of the discount rate and valuation multiples used by developing an independent expectation; and to identify and test other significant inputs to the estimation of the fair value of the reporting unit. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018.
The principal consideration for our determination that the estimation of the fair value of the Stimulation Services reporting unit was a critical audit matter was that there was high estimation uncertainty with respect to significant assumptions, including forecasted revenues and cash flows, the discount rate, and estimated valuation multiples. 64 Table of Contents Our audit procedures related to the estimation of fair value of the Stimulation Services reporting unit included the following, among others. • We evaluated the design and tested the operating effectiveness of the Company’s controls associated with developing the estimated fair value of the reporting unit. • We evaluated the qualifications of valuation specialists engaged by the Company to assist in developing the estimated fair value of the reporting unit. • We tested the clerical accuracy of the fair value models utilized by the valuation specialists and by management in estimating the fair value of the reporting unit. • We identified significant inputs and assumptions applied in the estimation of fair value of the reporting unit to determine whether the inputs and assumptions were relevant in the circumstances and applied appropriately in the development of that fair value estimate. • We evaluated forecasted financial performance of the reporting unit by comparing the projected amounts of revenues and cash flows to actual historical performance or relevant industry data. • We utilized valuation specialists to assist in evaluating the methodologies used and whether they were acceptable for the underlying fair value determination and whether such methodologies had been applied correctly; the appropriateness of the discount rate and valuation multiples used by developing an independent expectation; and to identify and test other significant inputs to the estimation of the fair value of the reporting unit. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2018.
The Monte Carlo simulation is affected by a number of variables, including the fair value of our underlying common shares ($ 18.00 at grant date), the expected common share price volatility over the expected term ( 79.2 %), the expected dividend yield of our common shares over the expected term ( 0.0 %), the risk-free interest rates over the expected term ( 2.86 %), and the performance period of the award ( five years ). 101 Table of Contents ProFrac Holding Corp.
The Monte Carlo simulation is affected by a number of variables, including the fair value of our underlying common shares ($ 18.00 at grant date), the expected common share price volatility over the expected term ( 79.2 %), the expected dividend yield of our common shares over the expected term ( 0.0 %), the risk-free interest rates over the expected term ( 2.86 %), and the performance period of the award ( five years ).
The dilutive potential of employee restricted stock units was calculated using the treasury stock method. The dilutive potential of our Preferred Stock is calculated using the if-converted method. 14. COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we are the subject of, or party to a number of pending or threatened legal actions and administrative proceedings.
The dilutive potential of our Preferred Stock is calculated using the if-converted method. 14. COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we are the subject of, or party to a number of pending or threatened legal actions and administrative proceedings.
Amounts paid to the Related Lessors are recorded in selling, general and administrative expenses in our consolidated statements of operations. • Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for us, including construction of a new sand plant in 2022.
Amounts paid to the Related Lessors are recorded in selling, general and administrative expenses in our consolidated statements of operations. • Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for us.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2024 2023 2022 Non-cash investing and financing activities Capital expenditures included in accounts payable $ 32.4 $ 44.9 $ 26.9 Supplemental cash flow information Cash payments for interest $ 137.8 $ 139.1 $ 35.0 Cash payments for income taxes $ 3.0 $ 0.3 $ 4.8 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents ProFrac Holding Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2025 2024 2023 Non-cash investing and financing activities Capital expenditures included in accounts payable $ 8.6 $ 32.4 $ 44.9 Supplemental cash flow information Cash payments for interest $ 125.5 $ 137.8 $ 139.1 Cash payments for income taxes $ 2.1 $ 3.0 $ 0.3 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents ProFrac Holding Corp.
Coy Randle, the then Chief Operating Officer of ProFrac Corp., to the board of directors of ProFrac Corp. Additionally, Mr. Randle entered into a consulting agreement with ProFrac Corp., effective as of January 13, 2023, pursuant to which Mr.
On January 11, 2023, the board of directors of ProFrac Corp. approved the appointment of Mr. Coy Randle, the then Chief Operating Officer of ProFrac Corp., to the board of directors of ProFrac Corp. Additionally, Mr. Randle entered into a consulting agreement with ProFrac Corp., effective as of January 13, 2023, pursuant to which Mr.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements.
Recently Issued Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements.
We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7. Debt” in the notes to our consolidated financial statements for more information.
We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7. Debt” in the notes to our consolidated financial statements for more information regarding the Alpine 2023 Term Loan.

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