Form 8-K
8-K — ProFrac Holding Corp.
Accession: 0001104659-26-042680
Filed: 2026-04-13
Period: 2026-04-07
CIK: 0001881487
SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — tm2611649d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2611649d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2611649d1_ex10-2.htm)
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8-K (Primary)
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2026-04-07
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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):
April 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2026 PSU Awards
On April 7, 2026 (the “Grant Date”), the Compensation Committee
(the “Committee”) of the Board of Directors of ProFrac Holding Corp. (the “Company”) granted performance-based
restricted stock unit (“PSU”) awards (the “2026 PSU Awards”) under the Company’s 2022 Long Term Incentive
Plan to certain of the Company’s executive officers, including (i) 287,500 PSUs to Matthew D. Wilks, the Company’s Executive
Chairman; (ii) 287,500 PSUs to Johnathan L. Wilks, the Company’s Chief Executive Officer; (iii) 270,000 PSUs to Austin Harbour,
the Company’s Chief Financial Officer; and (iv) 150,000 PSUs to Matthew Greenwood, the Company’s Chief Commercial Officer.
Each PSU represents the right to receive one share of the Company’s Class A common stock.
The 2026 PSU Awards are subject to the terms and conditions set forth
in a Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (the “2026 PSU Award Agreement”).
Each 2026 PSU Award is subject to both a time-based vesting condition and stock price performance targets. The time-based vesting condition
requires that the applicable executive officer remain continuously employed by and in good standing with the Company or an affiliate through
the first anniversary of the Grant Date (the “Time-Based Vesting Date”). Following the Time-Based Vesting Date, a percentage
of the PSUs will vest when the Company certifies that the following stock price targets have been achieved: 10% of the PSUs, when the
average of the daily volume-weighted average price per share of the Company’s Class A common stock over the most recent 30 trading
days (the “VWAP Threshold”) equals or exceeds $7.00; 25% of the PSUs, when the VWAP Threshold equals or exceeds $10.00; 25%
of the PSUs, when the VWAP Threshold equals or exceeds $14.00; and 40% of the PSUs, when the VWAP Threshold equals or exceeds $18.00.
Settlement of vested PSUs will occur as soon as administratively practicable and no later than 30 days following the applicable vesting
date. The 2026 PSU Awards will expire on April 7, 2036, and any PSUs that have not vested as of such date will be forfeited. Upon the
expiration and forfeiture of unvested PSUs, the Company and the applicable executive officer will negotiate in good faith to establish
a new incentive compensation arrangement on mutually acceptable terms, subject to the Committee’s approval.
The foregoing description of the 2026 PSU Awards does not purport to
be complete and is qualified in its entirety by reference to the form of 2026 PSU Award Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
CFO Special Incentive Award
On April 7, 2026, the Committee also approved a special cash incentive
award in the aggregate amount of $1,000,000 (the “2026 CFO Award”) to Mr. Harbour in recognition of his continued service
as Chief Financial Officer of the Company. The 2026 CFO Award is payable in four equal quarterly installments of $250,000 each, subject
generally to Mr. Harbour’s continued employment with the Company through each applicable quarterly payment date, with the first
installment deemed to be vested as of March 31, 2026 and the subsequent installments vesting on June 30, 2026, September 30, 2026 and
December 31, 2026, respectively. The 2026 CFO Award is governed by a Special Incentive Agreement, effective as of January 1, 2026, between
Mr. Harbour and ProFrac Holdings II, LLC (the “2026 CFO Award Agreement”).
If Mr. Harbour voluntarily terminates his employment or if he is terminated
by the Company for Cause (as defined in Mr. Harbour’s Executive Employment Agreement, dated June 17, 2024) during calendar year
2026, he will forfeit his right to receive any remaining unvested portion of the 2026 CFO Award and must repay to the Company any portion
of the 2026 CFO Award already paid to him no later than 30 days after his last day of employment or the final adjudication that the Company
terminated Mr. Harbour’s employment for Cause, respectively. Mr. Harbour has further agreed that if he voluntarily terminates his
employment within 12 months of receipt of any portion of the 2026 CFO Award, he must repay all portions paid to him within the prior 12
months. If the Company terminates Mr. Harbour’s employment without Cause during calendar year 2026, his right to any further unvested
portion of the 2026 CFO Award will be forfeited, but he will have no obligation to repay any amounts already paid.
The foregoing description of the 2026 CFO Award does not purport to
be complete and is qualified in its entirety by reference to the 2026 CFO Award Agreement, which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1*+
Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the ProFrac Holding Corp. 2022 Long Term Incentive Plan.
10.2*+
Special Incentive Agreement, effective as of January 1, 2026, by and between Austin Harbour and ProFrac Holdings II, LLC.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith.
+ Management contract or compensatory arrangement.
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: April 13, 2026
By:
/s/ Steven Scrogham
Steven Scrogham
Chief Legal
Officer, Chief Compliance Officer and Corporate Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2611649d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Executive Special Incentive Award –
2026
PROFRAC HOLDING
CORP.
2022 LONG TERM
INCENTIVE PLAN
PERFORMANCE-BASED
RESTRICTED STOCK UNIT GRANT NOTICE
Pursuant
to the terms and conditions of the ProFrac Holding Corp. 2022 Long Term Incentive Plan, as amended from time to time (the “Plan”),
ProFrac Holding Corp. (the “Company”) hereby grants to the individual listed below (“you”
or the “Participant”) the number of performance-based Restricted Stock Units (the “RSUs”)
set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein
and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”)
and the Plan (the “Governing Documents”), each of which is incorporated herein by reference. Capitalized
terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement, as applicable.
Participant:
[NAME]
Date of Grant (as approved by the Committee):
[GRANT DATE] (the “Grant Date”)
Granted RSUs:
[TOTAL GRANTED RSUs]
Vesting Schedule:
Subject to the terms of this Notice and the Governing Documents, a percentage of the RSUs will become
vested according to the table below following the one-year anniversary of the Grant Date (the “Time-Based Vesting Date”)
upon the date(s) the Company certifies that the corresponding Stock Price Target has been achieved (each a “Vesting Date”),
and as long as the Participant has remained continuously employed by and in good standing with the Company or an Affiliate on the
applicable Vesting Date:
%
RSUs
Stock
Price Target
10%
$7.00
25%
$10.00
25%
$14.00
40%
$18.00
The Stock Price Target will be deemed achieved on the first date following the Time-Based
Vesting Date on which the Company certifies the VWAP Threshold equals or exceeds the price set forth in the table above. Once
the Stock Price Target is achieved, and subject to the Participant’s continued employment in good standing with the Company or
an Affiliate on the Vesting Date, the corresponding percentage of RSUs will be subject to settlement as set forth in Section 4
of the Agreement.
Definitions:
“VWAP Threshold” means the average of the daily volume-weighted
average price per share of Stock over the most recent 30 Trading Days (the “Measurement Period”). If the Stock
is not publicly traded for any date of determination, the Volume-Weighted Average Price will be determined by the Committee in its discretion
in such manner as it deems appropriate, taking into account the considerations described in the definition of “Fair Market Value”
under the Plan.
“Trading Day” means any day on which the national securities exchange on which
the Stock is then listed or admitted to trading is open for regular trading and on which at least one share of Stock is traded.
RSU Settlement:
Shares of Stock will be issued with respect to any vested RSUs as set forth in Section 4 of the
Agreement (which shares of Stock when issued will be transferable and nonforfeitable).
Expiration Date:
The tenth anniversary of the Grant Date
By
your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant
Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant
Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept
as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations that arise
under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable
document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
[Signature
Page Follows]
2
IN
WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant
has executed this Grant Notice, effective for all purposes as provided above.
PROFRAC HOLDING CORP.
By:
Name: Matthew D. Wilks
Title: Executive Chairman
PARTICIPANT
Name:
[NAME]
1
EXHIBIT A
RESTRICTED STOCK
UNIT AGREEMENT
This
Restricted Stock Unit Agreement (this “Agreement”) is made as of the Date of Grant by and between ProFrac
Holding Corp., a Delaware corporation (the “Company”), and Austin Harbour (the “Participant”).
Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
1. Award.
In consideration of the Participant’s past or continued employment with the Company or an Affiliate and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants
to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement
and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan
and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one share of
Stock. Vesting and settlement of the RSUs shall occur at the times and subject to the terms and conditions set forth in the Grant Notice,
this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Participant
will have no right to receive any Stock in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent
an unsecured obligation of the Company, payable only from the general assets of the Company.
2. Vesting
of RSUs; Effect of Termination of Employment or Service; Forfeiture.
(a) The
RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in
accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distribution with respect
to the RSUs. In the event of the termination of the Participant’s employment with the Company or an Affiliate, any unvested RSUs
(and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the
Company and will be forfeited without further notice and at no cost to the Company.
(b) Any
RSUs that have not become vested as of the Expiration Date will be forfeited in their entirety without any further consideration or action
by the Company or the Participant. Upon such expiration and forfeiture, the Company and the Participant will negotiate in good faith
to establish a new incentive compensation arrangement on terms and conditions that are mutually acceptable to both parties, subject to
the Committee’s approval. Any new incentive arrangement will be documented in a separate written agreement to be executed by the
Company and the Participant.
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3. Dividend
Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on
the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company
shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends
the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares of Stock
equal to the number of RSUs held by the Participant that have not been settled as of such record date, such payment to be made on or
within 60 days following the date on which such RSUs vest in accordance with Section 2. For purposes of clarity, if the RSUs
(or any portion thereof) are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit
the Dividend Equivalents, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalents between
the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.
4. Settlement
of RSUs. Settlement of the vested RSUs shall occur as soon as administratively practicable and no later than 30 days following
the Vesting Date (the “Settlement Date”). As soon as administratively practicable within 30 days of the Settlement
Date, the Company shall deliver to the Participant (or the Participant’s permitted transferee, if applicable) the number of shares
of Stock subject to the RSUs that vested and are being settled. Any fractional RSU that becomes vested hereunder shall be rounded down
at the time shares of Stock are issued in settlement of such RSU. No fractional shares of Stock, nor the cash value of any fractional
shares of Stock, will be issuable or payable to the Participant pursuant to this Agreement. All shares of Stock issued hereunder, if
any, shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in
book-entry form, as determined by the Committee in its sole discretion. The value of shares of Stock shall not bear any interest owing
to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall
be construed to create a trust or a funded or secured obligation of any kind.
5. Tax
Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the
Participant for federal, state, local or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for
the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements
may include, at the Company’s election, the delivery of cash or cash equivalents, Stock (including previously owned Stock, net
settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of cash or shares of Stock otherwise issuable
or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations
are satisfied through the withholding of shares of Stock that are otherwise issuable to the Participant pursuant to this Award (or through
the surrender of previously owned shares of Stock by the Participant to the Company), the maximum number of shares of Stock that may
be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding
or surrender equal to the aggregate amount of such tax liabilities, determined based on the greatest withholding rates for federal, state,
local and foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company
with respect to this Award, as determined by the Committee. For the avoidance of doubt, to the extent any cash payments are made to the
Participant under this Agreement, taxes related thereto will be withheld from such payments. The Participant acknowledges that there
may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares of Stock
and the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant acknowledges and agrees that none
of the Board, the Committee, the Company or any Affiliate have made any representation or warranty as to the tax consequences to the
Participant as a result of the receipt of the RSUs, the vesting of the RSUs or the forfeiture of any of the RSUs. The Participant represents
that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers,
directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers,
lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
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6. Non-Transferability.
During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or
the laws of descent and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and all restrictions
applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or
engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
7. Compliance
with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder,
if any, will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the
requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder
if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market
system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration
statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the
opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable
exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any
shares of Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite
authority has not been obtained. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy
any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation
or warranty with respect to such compliance as may be requested by the Company.
8. Legends.
If a stock certificate is issued with respect to any shares of Stock delivered hereunder, such certificate shall bear such legend or
legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance
with the terms and provisions of this Agreement, the rules, regulations and other requirements of the SEC, any applicable laws or the
requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry
form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.
A-3
9. Rights
as a Stockholder. Neither the Participant nor any Person claiming under or through the Participant shall have rights as a stockholder
of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become
the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.
10. Execution
of Receipts and Releases. Any payments of cash or any issuance or transfer of shares of Stock or other property to the Participant
or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction
of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant
or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to
do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under
such release will not modify the date of settlement with respect to vested RSUs.
11. Employment
Relationship and No Right to Continued Employment or Awards.
(a) For
purposes of this Agreement, the Participant shall be considered to be employed by the Company as long as the Participant remains an employee
of the Company or an Affiliate, or an employee of a corporation or other entity (or a parent or subsidiary of such corporation or other
entity) assuming or substituting a new award for this Award. Without limiting the scope of the preceding sentence, it is specifically
provided that the Participant shall be considered to have terminated his or her employment with the Company at the time of the termination
of the “Affiliate” status of the entity or other organization that employs the Participant. Nothing in the adoption of the
Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right
to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such
Affiliate, or any other entity to terminate such employment at any time. Unless otherwise provided in a written employment agreement
or by applicable law, the Participant’s employment by the Company, or any such Affiliate, or any other entity, shall be on an at-will
basis, and the employment relationship may be terminated at any time by either the Participant or the Company, or any such Affiliate
or any other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination
shall be final, conclusive and binding for all purposes.
(b) The
grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in
lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.
A-4
12. Legal
and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants
and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain
and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and the Affiliates
shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or
the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well
as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or any Affiliate in obtaining
such an injunction, including, without limitation, reasonable attorneys’ fees. The parties to this Agreement agree that no bond
or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its
rights pursuant to this Section 12 shall be cumulative and in addition to any other remedies to which such party may be entitled.
13. Lock-Up
Period. If so requested by the Company or any representative of the underwriters in connection with any offering of the Company’s
securities, the Participant (or other holder) shall not sell or otherwise transfer or dispose of (including, without limitation, pursuant
to Rule 144 under the Securities Act) any Stock or other securities of the Company (or any securities convertible or exchangeable
or exercisable for Stock or engage in any hedging transactions relating to Stock) during such period as may be requested in writing by
such underwriters and agreed to in writing by the Company. The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.
14. Notices.
All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):
If
to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):
ProFrac Holding Corp.
Attn: General Counsel
333 Shops Boulevard,
Suite 301
Willow Park, Texas
76087
If to the Participant,
at the Participant’s last known address on filed with the Company.
Any notice that
is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to
the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant.
Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party
to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the
mail.
15. Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including,
but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company.
Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant
has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic
signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or
her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.
A-5
16. Agreement
to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it
to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.
17. Entire
Agreement; Amendment. This Agreement, the Grant Notice and the Plan, together constitute the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between
the parties with respect to the RSUs granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be
subject to the terms and conditions of any employment agreement between the Participant and the Company (or an Affiliate or other entity)
or a severance plan in which the Participant participates, in each case, in effect as of the date a determination is to be made under
this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements,
if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The
Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided,
however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the
Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.
18. Severability
and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable,
then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this
Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure
to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action
by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after
such breach or condition giving rise to such rights continues.
19. Clawback.
Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable
law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC
rule or any applicable securities exchange listing standards or (b) any policy that may be adopted or amended by the Board
from time to time, all cash or shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment or cancellation
to the extent necessary to comply with such law(s) or policy.
20. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of DELAWARE, WITHOUT regard to conflicts of law principles thereof.
A-6
21. Successors
and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement
will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set
forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors,
administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.
22. Headings;
References; Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires
a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not
exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning
“including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument
or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and
restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$”
in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties
hereto.
23. Counterparts.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic or digital signature, subject to applicable
law, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart
of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a
manually executed counterpart of the Grant Notice.
24. Section 409A.
Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt
from the applicable requirements of the Nonqualified Deferred Compensation Rules, and shall be limited, construed and interpreted in
accordance with such intent. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or
regulation, the Company and the Participant will take reasonable actions to reform this Agreement or any actions taken pursuant to their
operation of this Agreement as may be necessary in order to comply with Section 409A. If the Participant is deemed to be a “specified
employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the
Participant becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning of the Nonqualified
Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred
Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s
separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and the Affiliates make
no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation
Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other
expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding
anything to the contrary herein, the Participant will be deemed to have a date of termination from employment for purposes of determining
the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service”
within the meaning of Section 409A. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed
as a separate, identified payment for purposes of Section 409A.
A-7
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2611649d1_ex10-2.htm · Sequence: 3
Exhibit 10.2
SPECIAL INCENTIVE
AGREEMENT
This
SPECIAL INCENTIVE AGREEMENT (“Agreement”) with an effective date of January 1, 2026, is made by and between Austin Harbour
(“Harbour” or “Executive”) and ProFrac Holdings II, LLC (“ProFrac” or “Company”). Executive
and Company are sometimes referred to collectively as the “Parties.”
WHEREAS,
Harbour currently serves as the Company’s Chief Financial Officer (“CFO”).
WHEREAS,
the Company desires to incentivize Harbour on his performance as the Company’s CFO in the calendar year 2026.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Parties have agreed and do hereby agree as follows:
1. Consideration
from Company The Company shall pay, or cause to be paid, a total of $1,000,000.00 to Harbour (the “Incentive Payment”).
The Incentive Payment shall be reduced for taxes and other amounts required to be withheld by the Company. The Incentive Payment shall
be made in four equal payments of $250,000.00, less taxes and authorized deductions. Each portion of the Incentive Payment shall vest
as described below and shall be due and payable to Harbour within thirty (30) days of the relevant vesting date:
Payment Number
Payment Amount
Vesting Date
1
$ 250,000.00
March 31, 2026
2
$ 250,000.00
June 30, 2026
3
$ 250,000.00
September 30, 2026
4
$ 250,000.00
December 31, 2026
2. Consideration
from Executive. In exchange for receipt of the Incentive Payment, Harbour agrees he will not voluntarily terminate his employment
with ProFrac during the calendar year 2026. In the event Harbour voluntarily terminates his employment with ProFrac during the calendar
year 2026, Harbour agrees: (a) to forfeit his right to receive any remaining portion of the Incentive Payment that has not yet vested;
and (b) to repay to ProFrac any portion of the Incentive Payment that has already been paid to him, net of any U.S. federal and state
payroll withholding taxes and social security contributions that had been deposited with a government authority. Repayment pursuant to
subsection 2(b) must be paid within thirty (30) days of Executive’s last day of employment with Company.
Harbour further agrees
that, in the event he voluntarily terminates his employment with ProFrac within 12 months of receipt of any portion of the Incentive Payment,
he must repay any and all portions of the Incentive Payment paid to him within the prior 12 months, net of any U.S. federal and state
income taxes and social security contributions paid with respect thereto. By way of example, should Harbour voluntarily terminate his
employment with ProFrac on January 1, 2027, he must repay the entire Incentive Payment, net of any U.S. federal and state income taxes
and social security contributions paid with respect thereto. If Harbour voluntarily terminates his employment with ProFrac on September
1, 2027, he must repay ProFrac the third and fourth payments made to him pursuant to the above schedule, net of any U.S. federal and state
income taxes and social security contributions paid with respect thereto.
3. Deductions.
The Company may withhold and deduct from any amounts payable under this Agreement (a) all federal, state, local, and other taxes as may
be required pursuant to any law or governmental regulation or ruling and (b) any other deduction consented to in writing by Executive.
4. Termination
of Employment by Company. In the event ProFrac terminates Executive’s employment for Cause during the calendar year 2026,
Executive’s right to receipt of the unvested portions of the Incentive Payment shall be forfeited immediately upon termination.
Further, in the event it is judicially determined that ProFrac terminated Executive’s employment for Cause, Executive shall repay
ProFrac any portion of the Incentive Payment that has already been paid to him, net of any U.S. federal and state income taxes and social
security contributions paid with respect thereto. Such repayment is due within thirty (30) days of the final adjudication that ProFrac
terminated Executive’s employment for Cause.
Should ProFrac terminate
Executive’s employment during the calendar year 2026 without Cause, Executive’s right to receipt of any unvested portion of
the Incentive Payment shall be forfeited upon Executive’s final day of employment with the Company. In the event of such termination
without Cause, Executive shall have no obligation to repay to ProFrac any portion of the Incentive Payment already paid to him.
As used herein, the term
“Cause” shall have the meaning given to it in Harbour’s Executive Employment Agreement, dated June 17, 2024.
5. Death or Disability.
The Executive’s right to any unvested Incentive Payment shall automatically terminate upon the Executive’s death or upon notice
from the Company due to Executive’s Disability. As used herein, the term “Disability” shall have the meaning given to
it in Harbour’s Executive Employment Agreement, dated June 17, 2024.
6. Taxation.
Employee specifically acknowledges and agrees that the Company has made no representations to Employee regarding the tax consequences
of any amounts received by Employee or for Employee’s benefit pursuant to this Agreement. Likewise, Company agrees and acknowledges
that it shall not have the right to cause Employee to take any position, file any amended returns, or apply for any refund for the benefit
of Company, on his U.S. federal and state income tax returns.
7. Choice
of Law, Jurisdiction and Venue. This Agreement and all matters or issues related hereto shall be governed by the laws of
the State of Texas. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement. Venue for any dispute arising hereunder shall lie in the state and federal courts located in Tarrant County,
Texas.
2
8.
Jury Waiver. Both parties waive a trial by jury of any or all issues arising in any action or proceeding arising out of, under,
or connected with this agreement. Any of its provisions, or any of the claims purported to be released by this agreement. Both parties
understand that any claim between them will be decided by a judge rather a jury as a result of this agreement.
14. Miscellaneous.
(a)
This Agreement is personal in its nature and the parties shall not, without the prior written
consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however,
the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company or any of its affiliates, whether
by merger, consolidation or transfer of all or substantially all of its assets.
(b)
This Agreement contains the entire understanding of the parties hereto relating to the subject
matter herein contained and supersede all prior agreements or understandings between the parties hereto with respect thereto except as
specifically provided herein. This Agreement can be changed only by a writing signed by all parties hereto. No waiver shall be effective
against any party unless in writing and signed by the party against whom such waiver shall be enforced.
(c)
All notices and other communications hereunder shall be deemed to be sufficient if in writing
and delivered in person or by a nationally recognized courier service, addressed, if to Employee, to the Employee’s most recent
home address on file with the Company, and if to the Company, to:
ProFrac Services, LLC
333 Shops Boulevard
Willow Park, Texas 76087
Attention: Chief Legal
Officer
(d)
In case any provision or provisions contained in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable in any respect by any court or administrative body with competent jurisdiction, such invalidity,
illegality or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect. Any provision(s)
so determined to be invalid, illegal or unenforceable shall be reformed so that they are valid, legal and enforceable to the fullest extent
permitted by law or, if such reformation is impossible, then this Agreement shall be construed as if such invalid, illegal or unenforceable
provision(s) had never been contained herein; provided that, upon a finding by a court of competent jurisdiction that this Agreement is
illegal and/or unenforceable, Employee shall be required to repay to the Company the payments set forth herein.
(e)
This Agreement may be executed via pdf, and in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument, binding on the parties.
(f) Nothing
in this Agreement is intended to supersede, amend, or supplement, or does supersede, amend, or supplement, any other existing agreement
between the Parties, including but not necessarily limited to the Executive Employment Agreement or the Confidentiality and Restrictive
Covenant Agreement.
(g) Nothing
in this Agreement is intended to, or does, alter the at-will nature of Executive’s employment with the Company.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the
Company and Employee have executed this Agreement as of the date first written above.
ProFrac Holdings II, LLC
By:
/s/ Matthew D. Wilks
/s/ Austin Harbour
Matthew D. Wilks
Austin Harbour
Executive Director
Date:
April 13, 2026
Date:
April 13, 2026
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