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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of report (Date of earliest event reported): September 11, 2026
ProFrac Holding Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41388 |
|
87-2424964 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
|
333
Shops Boulevard, Suite 301, Willow
Park, Texas |
|
76087 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(254) 776-3722
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange
on which registered |
| Class A
common stock, par value $0.01 per share |
|
ACDC |
|
The
Nasdaq Global Select Market |
| |
|
|
|
Nasdaq Texas, LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Fifth
Amendment to Alpine Term Loan Credit Agreement
Reference
is made to that certain Term Loan Credit Agreement, dated December 27, 2023, by and among Alpine Holding II, LLC (“Alpine
Holding”), PF Proppant Holding, LLC (“PFP Holding”), the subsidiary guarantor parties thereto (the “Subsidiary
Guarantors”), the several lenders thereto (the “Lenders”) and CLMG Corp., as the agent and collateral agent
(the “Agent”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to
time, the “Alpine Term Loan Credit Agreement”). On September 11, 2026, the parties to the Alpine Term
Loan Credit Agreement and ProFrac Holding Corp. (the “Company”)
entered into Amendment No. 5 to Term Loan Credit Agreement and Amendment No. 2 to Guarantee Agreement (the “Fifth Amendment”
and the Alpine Term Loan Credit Agreement, as amended by the Fifth Amendment, the “Amended Alpine Term Loan Credit Agreement”).
Capitalized terms used and not otherwise defined in this summary of the Fifth Amendment have the meanings provided in the Amended Alpine
Term Loan Credit Agreement.
Under
the terms of the Fifth Amendment, among other changes: (i) PFP Holding may elect for 675 basis points of the interest rate applied to
outstanding principal on any interest payment date occurring on September 1, 2026 and for twelve (12) months thereafter to be paid in
kind and added to the outstanding principal balance of the Term Loans; (ii) the maturity date was extended from January 26, 2029 to February
15, 2030; (iii) the amortization payment required to be made by PFP Holding with respect to each of the calendar quarters ending September
30, 2026, December 31, 2026, March 31, 2027, June 30, 2027, September 30, 2027, December 31, 2027 and March 31, 2028 was reduced from
$15,000,000 per quarter to $0 per quarter, increasing to $10,000,000 per quarter thereafter, and reverting to $15,000,000 per quarter
upon repayment in full of ProFrac Holdings II, LLC’s Senior Secured Floating Rate Notes due 2029; (iv) the Borrower will be required
to prepay Term Loans in an amount equal to 100% of excess cash flow each quarter; (v) the Unsecured ProFrac Guarantee was amended to restrict
distributions by the Company of cash or other property, subject to customary exceptions and a $1,000,000 annual basket; (vi) certain negative
covenants were curtailed; and (vii) the Affiliate Loan Assignment and Cancellation described in further detail below was permitted.
The foregoing
description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Fifth Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Affiliate
Loan Assignment and Cancellation
Concurrently
with the Fifth Amendment, a Lender assigned $60,000,000 aggregate principal amount of Term Loans (the “2026 Term Loans”)
to THRC Holdings, LP (“THRC”) and Farris C. Wilks, a natural person (“FW” and, together with THRC,
the “Affiliate Loan Lenders”), of which $34,320,000 was assigned to THRC and $25,680,000 was assigned to FW. The 2026
Term Loans were designated as a new and separate class of Term Loans. Concurrently with such assignment, ProFrac GDM, LLC, a Texas limited
liability company and directly or indirectly wholly-owned subsidiary of the Company, sold to the Affiliate Loan Lenders, pursuant to stock
transfer agreements (the “Flotek Share Transfer Agreements”), an aggregate of 2,306,806 shares of common stock, par
value $0.0001 per share, of Flotek Industries, Inc., in exchange for the Affiliate Loan Lenders’ agreement that the 2026 Term Loans
be repaid in full and cancelled. Upon closing of the Flotek Share Transfer Agreements, the 2026 Term Loans (including any prepayment premium
or make-whole amount) were deemed repaid in full and cancelled, and the Company’s guaranty obligations with respect to the 2026
Term Loans were satisfied and released.
Messrs. Dan
H. Wilks and Farris C. Wilks are brothers and are the founders and principal stockholders of the Company. THRC is an entity affiliated
with Dan H. Wilks. As reported in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders, filed with
the Securities and Exchange Commission on April 27, 2026, Messrs. Dan Wilks and Farris Wilks and entities owned by or affiliated with
them and certain individuals affiliated with such entities beneficially own 151,291,798 shares of our Common Stock, representing approximately
82.32% of the voting power of the Company as of April 1, 2026.
The foregoing
description of the Flotek Share Transfer Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the Flotek Share Transfer Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report
on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The information set forth in
Item 1.01 to this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
| Flotek Share Transfer Agreement, dated as of September 11, 2026, by and between
ProFrac GDM, LLC and THRC Holdings, LP. |
| |
| |
| 10.2* |
| Flotek Share Transfer Agreement, dated as of September 11, 2026, by and between
ProFrac GDM, LLC and Farris C. Wilks. |
| |
| |
| 104 |
| Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PROFRAC HOLDING CORP. |
| |
|
|
| Dated: September 16, 2026 |
By: |
/s/ Steven Scrogham |
| |
|
Steven Scrogham |
| |
|
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary |
