Form 8-K

8-K — ProFrac Holding Corp.

Accession: 0001104659-26-056589

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001881487

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613859d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613859d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2613859d1_8k.htm · Sequence: 1

false

0001881487

2026-05-07

iso4217:USD

xbrli:shares

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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):

May 7, 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 2.02

Results of Operations and Financial Condition.

On May 7, 2026,

ProFrac Holding Corp., a Delaware corporation (the “Company”), issued a press release reporting the financial results

of the Company for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and

is incorporated herein in its entirely by reference.

Limitation on Incorporation

by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1,

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference

in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference

in such a filing.

Cautionary Note

Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as

Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could

cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in

the press release regarding these forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 7, 2026.

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.

Date: May 7, 2026

By:

/s/

Austin Harbour

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613859d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS

RELEASE

Contacts:

ProFrac Holding Corp.

Austin Harbour – Chief Financial Officer

Michael Messina – SVP of Finance

investors@pfholdingscorp.com

ICR, Inc.

PFHoldingsIR@icrinc.com

ProFrac Holding Corp. Reports First Quarter

2026 Results

WILLOW PARK, TX – May 7, 2026 –

ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac”, or the “Company”) today announced financial and operational

results for its 2026 first quarter ended March 31, 2026.

First Quarter 2026 Results

· Total

revenue was $450 million compared to fourth quarter revenue of $437 million

· Net

loss was $81 million compared to net loss of $141 million in the fourth quarter

· Adjusted

EBITDA¹ was $54 million compared to $61 million in the fourth quarter; 12% of revenue

in the first quarter compared to 14% of revenue in the fourth quarter

· Net

cash provided by operating activities was $9 million compared to $50 million in the fourth

quarter

· Capital

expenditures totaled $41 million compared to $37 million in the fourth quarter

· Free

cash flow² negative $25 million compared to $14 million in the fourth quarter

“Our first quarter 2026 results exceeded

expectations despite weather-related disruptions early in the period, which reduced Adjusted EBITDA by approximately $9 million,”

stated Executive Chairman, Matt Wilks. “While the quarter got off to a slow start, market dynamics shifted meaningfully beginning

in late February-early March, with improving operator sentiment and accelerating activity levels. Our Stimulation Services team delivered

record efficiency levels in March. This demonstrates the strength of our operational execution and allowed us to exit the quarter with

continued momentum. Given the inflection in utilization, strong efficiencies and limited available capacity, we are in active dialogues

with operators regarding balanced pricing following a persistent period of declines.”

“We are also pleased to report strong progress

on our business optimization program. On a year-over-year basis and including capital expenditure reduction in the fourth quarter of

2025, we have achieved the majority of our $100 million annualized savings target. Alongside these efforts, our continued focus on technology

differentiation further strengthens our value proposition for customers.”

“Geopolitical events continue to influence

the broader energy landscape,” continued Mr. Wilks. “The conflict in the Middle East has created supply disruptions

that we believe extend beyond near-term dislocations. Energy infrastructure for both crude oil and LNG have been severely impacted further

exacerbating dislocations in the physical markets. These dynamics, coupled with the prolonged nature of the conflict in Iran and shuttering

of the Strait of Hormuz, are catalyzing a global shift in sentiment in favor of energy security. We believe this will disproportionately

benefit North America. At the same time, industry activity has been running below levels needed to maintain flat shale production. As

operator activity continues to accelerate, we see an increasingly constructive supply-demand backdrop for services in North America,

especially as we enter the second half of 2026,” concluded Mr. Wilks.

Outlook

In Stimulation Services, ProFrac

expects second quarter 2026 results to be stronger than first quarter 2026 performance, as improving operator sentiment has driven an

increase in activity levels. The Company’s hydraulic fracturing calendar has continued to tighten from first quarter levels.

In Proppant Production, the Company

remains focused on operational execution, cost efficiency, and reliability across its proppant assets. While industry completion activity

is expected to increase, due to operational issues and unplanned downtime, the Company expects sequentially lower volumes in second quarter

of 2026.

Business Segment Information

The Stimulation Services segment

generated revenues of $407 million in the first quarter, which resulted in $32 million of Adjusted EBITDA and a margin of 8%.

The Proppant Production segment

generated revenues of $120 million in the first quarter, which resulted in $7 million of Adjusted EBITDA and a margin of 6%. Approximately

88% of the Proppant Production segment's first quarter 2026 revenue was intercompany.

The Manufacturing segment generated

revenues of $48 million in the first quarter, which resulted in $7 million of Adjusted EBITDA and a margin of 15%. Approximately 86%

of the Manufacturing segment's first quarter 2026 revenue was intercompany.

Flotek Industries, Inc.

("Flotek") generated revenues of $72 million in the first quarter, which resulted in $11 million of Adjusted EBITDA and a margin

of 15%. Approximately 75% of Flotek's first quarter 2026 revenue was intercompany.

Other Business

Activities generated revenues of $3 million in the first quarter, which resulted in $(0.1) million of Adjusted EBITDA

and a margin of (3)%.

Capital Expenditures and Capital Allocation

Cash capital expenditures totaled $41 million

in the first quarter, up from $37 million reported in fourth quarter 2025.

For full year 2026, ProFrac maintains its expectation

that capital expenditures will be in the range of $155 million to $185 million, which includes Flotek's current capital expenditure plan.

Excluding Flotek, the Company expects capital expenditures to be in a range of $145 million to $175 million for 2026.

Balance Sheet and Liquidity

Total principal debt outstanding as of March 31,

2026 was approximately $1.09 billion; net debt3 outstanding was approximately $1.05 billion.

Total cash and cash equivalents as of March 31,

2026 was approximately $34 million, of which approximately $6 million was related to Flotek and not accessible by the Company.

As of March 31, 2026 the Company had approximately

$108 million of liquidity, including approximately $28 million of cash and cash equivalents, excluding Flotek, and $80 million of availability

under its asset-based credit facility.

Footnotes

(1) Adjusted EBITDA is a financial measure

not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”).

Please see “Non-GAAP Financial Measures” at the end of this news release.

(2) Free Cash Flow is a Non-GAAP Financial

Measure. Please see “Non-GAAP Financial Measures” at the end of this news release.

(3) Net Debt is a Non-GAAP Financial Measure.

Please see “Non-GAAP Financial Measures” at the end of this news release.

Conference Call

ProFrac has scheduled

a conference call on Thursday, May 7, 2026, at 11:00 a.m. Eastern / 10:00 a.m. Central. To register for and access the

event, please click here. An archive of the webcast will be available shortly after the call’s conclusion on the

IR Calendar section of ProFrac’s investor relations website for 90 days.

About ProFrac Holding Corp.

ProFrac Holding

Corp. is a technology-focused, vertically integrated, innovation-driven energy services holding company providing hydraulic fracturing,

proppant production, other completion services and other complementary products and services including distributed power generation 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 throughout the United States. ProFrac operates in four business segments: Stimulation Services, Proppant

Production, Manufacturing, and Flotek. For more information, please visit ProFrac’s website at www.PFHoldingsCorp.com.

Cautionary Statement Regarding Forward-Looking

Statements

Certain statements in this press release may

be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private

Securities Litigation Reform Act of 1995. Forward-looking statements may be accompanied by words such as “may,” “should,”

“expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,”

“predict,” “momentum,” or similar words. Forward-looking statements relate to future events or the Company’s

future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the Company’s

strategies and plans for growth; the Company’s positioning, resources, capabilities, and expectations for future performance; customer,

market and industry demand and expectations; customer contracts, activity, relations, or pricing; fleet deployment levels; the Company’s

expectations about price fluctuations, global activity, market reactions and macroeconomic conditions impacting the industry; competitive

conditions in the industry; success of the Company’s ongoing strategic initiatives; the Company’s intention to increase the

number of fully integrated fleets; the Company’s currently expected guidance regarding its 2026 financial and operational results;

the Company’s ability to earn its targeted rates of return; the Company’s ability to achieve or realize benefits from its

asset optimization program; pricing of the Company’s services in light of the prevailing market conditions; the Company’s

currently expected guidance regarding its planned capital expenditures; statements regarding the Company’s liquidity and debt obligations;

the Company’s anticipated timing for operationalizing and amount of contribution from its fleets and its sand mines; the amount

of capital that may be available to the Company in future periods; any financial or other information based upon or otherwise incorporating

judgments or estimates relating to future performance, events or expectations; any estimates and forecasts of financial and other performance

metrics; and the Company’s outlook and financial and other guidance. Such forward-looking statements are based upon assumptions

made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results

to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ

materially from current expectations include, but are not limited to: the ability to achieve the anticipated benefits of the Company’s

acquisitions, mining operations, and vertical integration strategy, including risks and costs relating to integrating acquired assets

and personnel; risks that the Company’s actions intended to achieve its 2026 financial and operational guidance will be insufficient

to achieve that guidance, either alone or in combination with external market, industry or other factors; the failure to operationalize

or utilize to the extent anticipated the Company’s fleets and sand mines in a timely manner or at all; the Company’s ability

to deploy capital in a manner that furthers the Company’s growth strategy, as well as the Company’s general ability to execute

its business plans; the risk that the Company may need more capital than it currently projects or that capital expenditures could increase

beyond current expectations; risks regarding the ability to access to additional capital on acceptable terms or at all; industry conditions,

including fluctuations in supply, demand and prices for the Company’s products and services and for oil and natural gas; global

and regional economic and financial conditions, including as they may be affected by hostilities in the Middle East and in Ukraine, as

well as the instability in Venezuela; the effectiveness of the Company’s risk management strategies; and other risks and uncertainties

set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”

in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s

website at www.sec.gov.

Forward-looking statements are also subject to

the risks and other issues described below under “Non-GAAP Financial Measures,” which could cause actual results to differ

materially from current expectations included in the Company’s forward-looking statements included in this press release. Nothing

in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will

be achieved, in whole or part, or that any of the contemplated results of such forward-looking statements will be realized, including

without limitation any expectations about the Company’s operational and financial performance or achievements through and including

2026. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial

that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue

reliance on forward-looking statements, which speak only as of the date they are made. The Company anticipates that subsequent events

and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements

at some point in the future, it expressly disclaims any duty to update these forward-looking statements, except as otherwise required

by law.

Non-GAAP Financial Measures

Adjusted EBITDA, Free Cash Flow and Net Debt

are non-GAAP financial measures and should not be considered as a substitute for net income (loss), net cash from operating activities,

or GAAP measurements of debt, respectively, or any other performance measure derived in accordance with GAAP or as an alternative to

net cash provided by operating activities as a measure of our profitability or liquidity. Adjusted EBITDA, Free Cash Flow and Net Debt

are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks,

research analysts and others, to assess our financial performance. We believe Adjusted EBITDA is an important supplemental measure because

it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure

(such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our

management team (such as income tax rates). We believe Free Cash Flow is an important supplemental liquidity measure of the cash that

is available (if any), after purchases of property and equipment, for operational expenses, investment in our business, and to make acquisitions,

and Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of

our capital investments in property and equipment. We believe Net Debt is an important supplemental measure of indebtedness for management

and investors because it provides a more complete understanding of our leverage position and borrowing capacity after factoring in cash

and cash equivalents.

We define Adjusted EBITDA as our net income (loss),

before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) loss or

gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, gain

or loss on extinguishment of debt, unrealized loss or gain 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. We define Free

Cash Flow as net cash provided by or (used in) operating activities less investment in property, plant and equipment plus proceeds from

sale of assets.

Net income (loss) is the GAAP measure most directly

comparable to Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss). Adjusted EBITDA has important

limitations as an analytical tool because it excludes some but not all items that affect the most directly comparable GAAP financial

measure. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial

measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net cash provided by operating activities is

the GAAP measure most directly comparable to Free Cash Flow. Free Cash Flow should not be considered as an alternative to net cash provided

by operating activities. Free Cash Flow has important limitations as an analytical tool including that Free Cash Flow does not reflect

the cash requirements necessary to service our indebtedness and Free Cash Flow is not a reliable measure for actual cash available to

the Company at any one time. Because Free Cash Flow may be defined differently by other companies in our industry, our definition of

this Non-GAAP Financial Measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net Debt is defined as total debt plus unamortized

debt discounts, premiums, and issuance costs less cash and cash equivalents. Total debt is the GAAP measure most directly comparable

to Net Debt. Net Debt should not be considered as an alternative to total debt. Net Debt has important limitations as a measure of indebtedness

because it does not represent the total amount of indebtedness of the Company.

The presentation of Non-GAAP Financial Measures

is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance

with GAAP. The following tables present a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA, Free Cash Flow and Net

Debt to the most directly comparable GAAP financial measure for the periods indicated.

- Tables to Follow –

ProFrac Holding

Corp.

Austin Harbour – Chief Financial Officer

Michael Messina – SVP of Finance

investors@pfholdingscorp.com

ICR, Inc.

PFHoldingsIR@icrinc.com

Source: ProFrac Holding Corp.

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Consolidated

Balance Sheets

March 31,

December 31,

(In millions)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 33.5

$ 22.9

Accounts receivable, net

318.8

266.8

Accounts receivable — related party, net

5.6

19.9

Inventories

159.3

151.3

Prepaid expenses and other current assets

17.2

22.6

Total current assets

534.4

483.5

Property, plant, and equipment, net

1,413.4

1,464.3

Operating lease right-of-use assets, net

140.2

154.3

Goodwill

290.2

Intangible assets, net

102.8

111.8

Deferred tax assets

27.6

29.0

Other assets

42.0

40.0

Total assets

$ 2,550.6

$ 2,573.1

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 296.2

$ 257.1

Accounts payable — related party

53.1

42.2

Accrued expenses

70.6

74.0

Current portion of long-term debt

151.2

144.7

Current portion of long-term debt— related party

5.0

Current portion of operating lease liabilities

42.9

44.8

Other current liabilities

31.8

28.8

Other current liabilities — related party

0.6

0.8

Total current liabilities

651.4

597.4

Long-term debt

866.7

832.7

Long-term debt — related party

41.7

42.9

Operating lease liabilities

103.1

115.5

Deferred tax liabilities

11.8

Tax receivable agreement liability

82.0

Other liabilities

9.1

10.1

Total liabilities

1,765.8

1,692.4

Mezzanine equity:

Series A preferred stock

70.2

68.8

Stockholders' equity:

Class A common stock

1.8

Additional paid-in capital

1,310.5

1,325.9

Accumulated deficit

(695.1 )

(610.2 )

Total stockholders' equity attributable to ProFrac Holding Corp.

617.2

717.5

Noncontrolling interests

97.4

94.4

Total stockholders' equity

714.6

811.9

Total liabilities, mezzanine equity, and stockholders' equity

$ 2,550.6

$ 2,573.1

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Consolidated

Statements of Operations

Three Months Ended

Mar. 31,

Dec. 31,

Mar. 31,

(In millions)

2026

2025

Total revenues

$ 449.6

$ 436.5

$ 600.3

Operating costs and expenses:

Cost of revenues, exclusive of depreciation, depletion and amortization

354.4

336.4

419.4

Selling, general, and administrative

43.6

42.5

53.6

Depreciation, depletion and amortization

97.1

102.6

106.0

Impairment of long-lived assets and goodwill

—

52.6

—

Acquisition and integration costs

—

0.1

Other operating expense, net

0.9

7.4

5.2

Total operating costs and expenses

496.0

541.5

584.3

Operating income (loss)

(46.4 )

(105.0 )

16.0

Other income (expense):

Interest expense, net

(32.8 )

(33.3 )

(35.9 )

Other income, net

—

0.4

4.8

Loss before income taxes

(79.2 )

(137.9 )

(15.1 )

Income tax expense

(1.6 )

(2.6 )

(0.3 )

Net loss

(80.8 )

(140.5 )

(15.4 )

Less: net income attributable to noncontrolling interests

(2.7 )

(2.1 )

Net loss attributable to ProFrac Holding Corp.

$ (83.5 )

$ (142.6 )

$ (17.5 )

Net loss attributable to Class A common shareholders

$ (84.9 )

$ (144.0 )

$ (18.8 )

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Consolidated

Statements of Cash Flows

Three Months Ended

Mar. 31,

Dec. 31,

Mar. 31,

(In millions)

2026

2025

Cash flows from operating activities:

Net loss

$ (80.8 )

$ (140.5 )

$ (15.4 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation, depletion and amortization

97.1

$ 102.6

106.0

Amortization of acquired unfavorable contracts

—

(5.7 )

Stock-based compensation

0.9

2.7

1.1

Loss (gain) on disposal of assets, net

(2.0 )

4.0

3.4

Amortization of debt issuance costs

2.8

3.0

Gain on investments, net

—

(3.7 )

Provision for credit losses, net of recoveries

—

0.9

—

Impairment of long-lived assets and goodwill

—

52.6

—

Deferred tax expense

1.4

2.4

—

Other non-cash items, net

—

0.8

0.2

Changes in operating assets and liabilities

(10.1 )

21.2

(50.2 )

Net cash provided by operating activities

9.3

49.5

38.7

Cash flows from investing activities:

Investment in property, plant & equipment

(40.7 )

(36.6 )

(52.5 )

Proceeds from sale of assets

6.2

0.9

0.2

Other

—

0.6

Net cash used in investing activities

(34.5 )

(35.7 )

(51.7 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt

25.0

80.0

—

Repayments of long-term debt

(35.3 )

(32.4 )

(42.5 )

Borrowings from revolving credit agreements

416.5

411.6

419.1

Repayments of revolving credit agreements

(368.7 )

(505.9 )

(361.1 )

Payment of debt issuance costs

(1.3 )

(1.2 )

—

Cash settlement of vested stock awards

—

(1.0 )

Tax withholding related to net share settlement of noncontrolling interest equity awards

(0.5 )

(1.6 )

—

Proceeds from issuance of common stock

—

0.6

—

Other

0.1

—

(0.3 )

Net cash provided by (used in) financing activities

35.8

(48.9 )

14.2

Net increase (decrease) in cash, cash equivalents, and restricted cash

10.6

(35.1 )

1.2

Cash, cash equivalents, and restricted cash beginning of period

22.9

58.0

14.8

Cash, cash equivalents, and restricted cash end of period

$ 33.5

$ 22.9

$ 16.0

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Reconciliation

of Net Income (Loss) to Adjusted EBITDA

Three Months Ended

Mar. 31,

Dec. 31,

Mar. 31,

(In millions)

2026

2025

Net loss

$ (80.8 )

$ (140.5 )

$ (15.4 )

Interest expense, net

32.8

33.3

35.9

Depreciation, depletion and amortization

97.1

102.6

106.0

Income tax expense

1.6

2.6

0.3

Loss (gain) on disposal of assets, net

(2.0 )

4.0

3.4

Provision for credit losses, net of recoveries

—

0.9

—

Stock-based compensation

2.4

3.1

1.1

Lease termination

0.2

0.3

—

Transaction costs

0.3

(0.3 )

0.2

Acquisition and integration costs

—

0.1

Impairment of long-lived assets and goodwill

—

52.6

—

Inventory write-down

—

0.8

—

Litigation expenses

2.4

1.7

1.6

Gain on investments, net

—

(3.7 )

Adjusted EBITDA

$ 54.0

$ 61.1

$ 129.5

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Segment

Information

Three Months Ended

Mar. 31,

Dec. 31,

Mar. 31,

(In millions)

2026

2025

Revenues

Stimulation services

$ 407.0

$ 383.5

$ 524.5

Proppant production

119.6

114.8

67.3

Manufacturing

48.4

42.6

65.8

Flotek

72.3

69.6

56.8

Other

2.9

3.3

5.4

Total segments

650.2

613.8

719.8

Eliminations

(200.6 )

(177.3 )

(119.5 )

Total revenues

$ 449.6

$ 436.5

$ 600.3

Adjusted EBITDA

Stimulation services

$ 32.0

$ 33.2

$ 104.6

Proppant production

6.5

16.0

18.3

Manufacturing

6.8

3.6

4.0

Flotek

11.3

10.1

8.0

Other

(0.1 )

(0.2 )

(0.3 )

Total segments

56.5

62.7

134.6

Eliminations

(2.5 )

(1.6 )

(5.1 )

Total adjusted EBITDA

$ 54.0

$ 61.1

$ 129.5

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Net

Debt

March 31,

December 31,

(In millions)

2026

2025

Current portion of long-term debt

$ 151.2

$ 144.7

Current portion of long-term debt— related party

5.0

Long-term debt

866.7

832.7

Long-term debt — related party

41.7

42.9

Total debt

1,064.6

1,025.3

Plus: unamortized debt discounts, premiums, and issuance costs

21.0

22.8

Total principal amount of debt

1,085.6

1,048.1

Less: cash and cash equivalents

(33.5 )

(22.9 )

Net debt

$ 1,052.1

$ 1,025.2

ProFrac

Holding Corp. (NasdaqGS: ACDC)

Free

Cash Flow

Three Months Ended

Mar. 31,

Dec. 31,

(In millions)

2026

2025

Net cash provided by operating activities

$ 9.3

$ 49.5

Investment in property, plant & equipment

(40.7 )

(36.6 )

Proceeds from sale of assets

6.2

0.9

Free cash flow

$ (25.2 )

$ 13.8

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