STOCK TITAN

ProFrac (ACDC) chair disposes RSU shares while retaining large stake

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ProFrac Holding Corp. Executive Chairman Matthew Wilks reported RSU-related share disposals and tax withholding transactions. On March 27, 2026 he disposed 21,363 and 23,165 shares of Class A common stock to the issuer at $6.63 per share as part of restricted stock unit grants that vested that day and were settled in cash.

He also disposed 14,477 shares with a zero price to cover withholding taxes on the March 28, 2024 and March 28, 2025 RSU grants that vested on March 27, 2026 under the 2022 Long Term Incentive Plan. After these transactions, he holds 1,511,539 shares directly. An additional 422,097 shares are held indirectly by JCMWZ, LLC, where he is Manager and disclaims beneficial ownership except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Wilks Matthew
Role Executive Chairman
Type Security Shares Price Value
Disposition Class A common stock, par value $0.01 per share 21,363 $6.63 $142K
Disposition Class A common stock, par value $0.01 per share 23,165 $6.63 $154K
Tax Withholding Class A common stock, par value $0.01 per share 14,477 $0.00 --
holding Class A common stock, par value $0.01 per share -- -- --
Holdings After Transaction: Class A common stock, par value $0.01 per share — 1,549,181 shares (Direct); Class A common stock, par value $0.01 per share — 422,097 shares (Indirect, Held by JCMWZ, LLC)
Footnotes (1)
  1. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2024, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2024 will vest March 26, 2027, subject to the reporting person's continued employment and good standing through the applicable vesting date. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2025, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2025 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date. Represents aggregate disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting of the March 28, 2024 and March 28, 2025 grants of restricted stock units under the 2022 Long Term Incentive Plan. This disposal covers withholding taxes applicable for all shares which vested on March 27, 2026. The reporting person is the Manager of JCMWZ, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Issuer disposition 1 21,363 shares at $6.63 Class A common stock disposed to issuer on March 27, 2026
Issuer disposition 2 23,165 shares at $6.63 Additional Class A shares disposed to issuer on March 27, 2026
Tax withholding shares 14,477 shares Shares delivered to cover withholding taxes on RSU vesting March 27, 2026
Direct holdings after transactions 1,511,539 shares Class A common stock held directly after March 27, 2026 transactions
Indirect holdings via JCMWZ, LLC 422,097 shares Class A common stock held indirectly; Wilks is Manager and disclaims full ownership
Total RSU-related disposals 59,005 shares Combined issuer and tax-withholding disposals tied to March 27, 2026 vesting
restricted stock units financial
"Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2024"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
withholding taxes financial
"to satisfy withholding taxes applicable upon vesting of the March 28, 2024 and March 28, 2025 grants"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
2022 Long Term Incentive Plan financial
"under the 2022 Long Term Incentive Plan. This disposal covers withholding taxes"
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
beneficial ownership financial
"The reporting person disclaims beneficial ownership of these securities except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wilks Matthew

(Last)(First)(Middle)
333 SHOPS BLVD
SUITE 301

(Street)
WILLOW PARK TEXAS 76087

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A common stock, par value $0.01 per share03/27/2026D21,363(1)D$6.631,549,181D
Class A common stock, par value $0.01 per share03/27/2026D23,165(2)D$6.631,526,016D
Class A common stock, par value $0.01 per share03/27/2026F14,477(3)D$01,511,539D
Class A common stock, par value $0.01 per share422,097IHeld by JCMWZ, LLC(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2024, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2024 will vest March 26, 2027, subject to the reporting person's continued employment and good standing through the applicable vesting date.
2. Reflects the partial disposal of restricted stock units granted to the reporting person on March 28, 2025, which vested on March 27, 2026 and were settled with the reporting person in cash. The remaining shares granted on March 28, 2025 will vest equally on March 26, 2027 and March 28, 2028, subject to the reporting person's continued employment and good standing through the applicable vesting date.
3. Represents aggregate disposed shares, settled in cash, to satisfy withholding taxes applicable upon vesting of the March 28, 2024 and March 28, 2025 grants of restricted stock units under the 2022 Long Term Incentive Plan. This disposal covers withholding taxes applicable for all shares which vested on March 27, 2026.
4. The reporting person is the Manager of JCMWZ, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
/s/ Steven Scrogham, Attorney-in-Fact03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ProFrac (ACDC) Executive Chairman Matthew Wilks report in this Form 4?

Matthew Wilks reported dispositions of Class A common stock tied to restricted stock unit vesting and tax withholding. Shares were delivered back to ProFrac and for withholding taxes, rather than sold in open-market transactions, as part of compensation under the 2022 Long Term Incentive Plan.

How many ProFrac (ACDC) shares were used for tax withholding on Wilks’ RSU vesting?

He disposed of 14,477 shares at a stated price of $0.00 per share to satisfy withholding taxes. This covered taxes for all shares that vested on March 27, 2026 from his March 28, 2024 and March 28, 2025 restricted stock unit grants.

What ProFrac (ACDC) share stake does Matthew Wilks hold after these transactions?

Following these transactions, he holds 1,511,539 Class A shares directly. In addition, 422,097 shares are held indirectly by JCMWZ, LLC, where he is Manager, and he disclaims beneficial ownership except to the extent of his pecuniary interest in that entity.

Are these ProFrac (ACDC) transactions open-market sales by Matthew Wilks?

No, the reported transactions are issuer dispositions and tax-withholding deliveries. RSU-related shares were delivered to ProFrac or used to cover withholding taxes when grants vested and were settled in cash, rather than sold on the open market to outside investors.

When will Matthew Wilks’ remaining ProFrac (ACDC) RSU grants vest?

For the March 28, 2024 grant, remaining shares are scheduled to vest on March 26, 2027. For the March 28, 2025 grant, remaining shares are scheduled to vest equally on March 26, 2027 and March 28, 2028, subject to his continued employment and good standing.