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SCHEDULE 13D/A 0001104659-25-026303 0001754159 XXXXXXXX LIVE 10 Class A Common Stock, $0.01 par value 08/14/2025 false 0001881487 74319N100 PROFRAC HOLDING CORP. 333 SHOPS BOULEVARD SUITE 301 WILLOW PARK TX 76087 Robert Early (325) 660-1509 17018 IH 20 Cisco TX 76437 0001754159 N THRC Holdings, LP a WC N TX 82389657.00 82389657.00 82389657.00 N 45.3 PN (1) THRC Holdings owns (i) 80,623,143 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,723,770 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001834450 N THRC Management, LLC a OO N TX 82389657.00 82389657.00 82389657.00 N 45.3 PN (1) THRC Holdings LP owns (i) 80,623,143 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,723,770 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001641792 N Dan H. Wilks a OO N X1 85609390.00 85609390.00 85609390.00 N 47.1 IN (1) THRC Holdings owns (i) 80,623,143 shares of Class A Common Stock of Issuer, (ii) 30,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,723,770 shares of Class A Common Stock, and (iii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management LLC, a Texas limited liability company. Dan Wilks is the sole member of THRC Management LLC. Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation") owns 3,219,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife, Staci Wilks, are the Trustees of the Foundation. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001641794 N Farris Wilks a OO N X1 62236576.00 2069499.00 3665132.00 60640943.00 64306075.00 N IN (1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 977,778 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,091,721 shares of Class A Common Stock. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks owns 3,665,132 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001928401 N Jo Ann Wilks a OO N X1 0.00 2069499.00 0.00 60640943.00 64306075.00 N 35.3 IN (1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 977,778 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,091,721 shares of Class A Common Stock. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks owns 3,665,132 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001928013 N Faris and Jo Ann Wilks 2022 Family Trust a OO N TX 58571444.00 0.00 58571444.00 0.00 58571444.00 N 32.2 OO (1) The Farris Trust owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001932190 N FARJO Holdings, LP a OO N TX 2069499.00 0.00 2069499.00 0.00 2069499.00 N 1.1 PN (1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 977,778 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,091,721 shares of Class A Common Stock. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. Y FARJO Management, LLC a OO N TX 2069499.00 0.00 2069499.00 0.00 2069499.00 N 1.1 PN (1) FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), owns (i) 977,778 shares of Class A Common Stock and (ii) 19,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 1,091,721 shares of Class A Common Stock. The Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), owns 58,571,444 shares of Class A Common Stock. Farris Wilks owns 3,665,132 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. 0001696102 N Matthew Wilks a OO N X1 1949344.00 0.00 1949344.00 0.00 1949344.00 N 1.1 IN (1) Matthew D. Wilks owns 1,570,544 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Vice President of Investments of THRC Holdings and Executive Chairman of the Issuer. JCMWZ, LLC owns 378,800 shares of Class A Common Stock of Issuer. Matthew D. Wilks is the Manager of JCMWZ, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. Y Heavenly Father's Foundation b WC N TX 3219733.00 0.00 3219733.00 0.00 3219733.00 N 1.8 OO (1) The Foundation owns 3,219,733 shares of Class A Common Stock of Issuer. Dan Wilks and his wife, Staci Wilks, are the Trustees of the Foundation. (2) This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,816,618 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. Class A Common Stock, $0.01 par value PROFRAC HOLDING CORP. 333 SHOPS BOULEVARD SUITE 301 WILLOW PARK TX 76087 Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule 13D is filed by THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), THRC Management, LLC, a Texas limited liability company ("THRC Management"), FARJO Holdings, LP, a Texas limited partnership ("FARJO Holdings"), FARJO Management, LLC, a Texas limited liability company ("FARJO Management"), Dan Wilks, the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the "Farris Trust"), Heavenly Father's Foundation, a 501(c)(3) private foundation (the "Foundation"), Farris Wilks, Jo Ann Wilks, and Matthew D. Wilks (collectively, the "Reporting Persons") and relates to an aggregate of 151,864,809 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of ProFrac Holding Corp., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 333 Shops Boulevard, Suite 301, Willow Park, TX 76087. This Amendment No. 10 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 27, 2022, as amended by Amendment No. 1 thereto filed with the SEC on July 7, 2022, Amendment No. 2 thereto filed with the SEC on November 28, 2022, Amendment No. 3 thereto filed with the SEC on January 30, 2023, Amendment No. 4 thereto filed with the SEC on April 26, 2023, Amendment No. 5 thereto filed with the SEC on June 5, 2023, Amendment No. 6 thereto filed with the SEC on May 30, 2024, Amendment No. 7 thereto filed with the SEC on September 30, 2024, Amendment No. 8 thereto filed with the SEC on December 31, 2024, and Amendment No. 9 thereto filed with the SEC on March 20, 2025 (collectively, the "Schedule 13D") by the Reporting Persons relating to shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of ProFrac Holding Corp. (the "Issuer"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. This Schedule 13D is filed by Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, the Farris Trust, and the Foundation. The business address of Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, the Farris Trust, Farris Wilks, and Jo Ann Wilks is 17018 IH 20, Cisco, TX 76437. The business address of the Foundation is 949 Highway 203, Cisco, TX 76437. The principal occupation of each of Dan Wilks, Farris Wilks and Jo Ann Wilks, Matthew D. Wilks is self-employed investor. Matthew D. Wilks also serves as the Executive Chairman of the Issuer. THRC Holdings and FARJO Holdings are limited partnerships. THRC Management is a member-managed limited liability company. FARJO Management is a manager-managed limited liability company. The Farris Trust is an irrevocable trust. The Foundation is a 501(c)(3) private foundation. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Each of Matthew D. Wilks, Dan Wilks, Farris Wilks and Jo Ann Wilks is a citizen of the United States of America. THRC Holdings and FARJO Holdings are limited partnerships organized under the laws of the State of Texas. THRC Management and FARJO Management are limited liability companies organized under the laws of the State of Texas. The Farris Trust is an irrevocable trust or ganized under the laws of the State of Texas. The Foundation is a Texas Trust organized under the laws of the State of Texas an d operating as a 501(c)(3) private foundation with a principal business office located in Texas. The source of funds for the purchases of the shares of Class A Common Stock set forth on Schedule I by THRC Holding was working capital funds. Such shares were purchased in an offering undertaken by the Issuer. The source of funds for the purchase of the shares of Class A Common Stock set forth on Schedule I by Farris Wilks was persona funds. Such shares were purchased in an offering undertaken by the Issuer. See Item 4 of this Schedule 13D, which information is incorporated herein by reference. The shares purchased as shown in Schedule I attached to this filing were acquired for general investment purposes. In aggregate, the Reporting Persons are the beneficial owners of 151,864,809 shares of Class A Common Stock, representing approximately 88.66% of the Issuer's outstanding shares of Class A Common Stock. This calculation is based on (i) 160,280,185 shares of Class A Common Stock outstanding as of June 30, 2025, as disclosed on the Issuer's Form 10-Q filed with the SEC on August 7, 2025, (ii) 50,000 shares of Series A Redeemable Convertible Preferred Stock that are convertible into 2,872,950 shares of Class A Common Stock, and (iii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. Dan Wilks, THRC Holdings, THRC Management may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, Dan Wilks, THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by Matthew D. Wilks, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust. THRC Holdings and THRC Management may be deemed to beneficially own the Class A Common Stock held by the Foundation, but each of THRC Holdings and THRC Management disclaims beneficial ownership of any Class A Common Stock owned by the Foundation. Matthew D. Wilks may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but Matthew D. Wilks disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but, except as set forth herein, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks, and the Farris Trust disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. The Foundation may be deemed to beneficially own the Class A Common Stock held by the other Reporting Persons, but the Foundation disclaims beneficial ownership of any Class A Common Stock owned by the other Reporting Persons. The number of shares of Class A Common Stock to which each Reporting Person has sole or shared voting or dispositive power is set forth on such Reporting Person's cover page to this Amendment. Except for the transactions set forth on Schedule I, none of the Reporting Persons effected any transaction in the Class A Common Stock in the last sixty days. None N/A None Exhibit No. Description 1 Joint Filing Agreement, by and among the Reporting Persons, dated as of March 20, 2025. 2 Power of Attorney (Dan Wilks), dated as of August 18, 2025. 3 Power of Attorney (Matthew D. Wilks), dated as of August 18, 2025. 4 Power of Attorney (Jo Ann Wilks), dated as of August 18, 2025. 5 Power of Attorney (Faris Wilks), dated as of August 18, 2025. 6 Power of Attorney (Farris and Jo Ann Wilks 2022 Family Trust), dated as of August 18, 2025. 7 Power of Attorney (THRC Holdings, LP), dated as of August 18, 2025. 8 Power of Attorney (THRC Management, LLC), dated as of August 18, 2025. 9 Power of Attorney (FARJO Holdings, LP), dated as of August 18, 2025. 10 Power of Attorney (FARJO Management, LLC), dated as of August 18, 2025. 11 Power of Attorney (Heavenly Father's Foundation), dated as of August 18, 2025. I Schedule I THRC Holdings, LP /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 THRC Management, LLC /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Dan H. Wilks /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Farris Wilks /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Jo Ann Wilks /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Faris and Jo Ann Wilks 2022 Family Trust /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 FARJO Holdings, LP /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 FARJO Management, LLC /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Matthew Wilks /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025 Heavenly Father's Foundation /s/ Robert B. Early Robert B. Early, Attorney-in-Fact 08/18/2025