Form 8-K

8-K — ProFrac Holding Corp.

Accession: 0001104659-26-091463

Filed: 2026-08-06

Period: 2026-08-03

CIK: 0001881487

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

Item: Results of Operations and Financial Condition

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 — tm2622356d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622356d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001881487

2026-08-03

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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):

August 3, 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 August

6, 2026, ProFrac Holding Corp., a Delaware corporation (the “Company”), issued a press release reporting the financial

results of the Company for the second quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and

is incorporated herein in its entirety 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 5.02

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Chief Executive Officer

On August 3, 2026, Johnathan Ladd Wilks (“Mr.

Johnathan L. Wilks”) notified the Company that he would resign as Chief Executive Officer of the Company, and from each other

position as an officer, manager or employee that he held with the Company and its direct and indirect subsidiaries, in each case effective

as of August 7, 2026. As described below, Mr. Johnathan L. Wilks was concurrently appointed to serve as a member of the Company’s

Board of Directors (the “Board”).

On August 4, 2026, the Board appointed Matthew

D. Wilks (“Mr. Matthew D. Wilks”), who has served as Executive Chairman of the Company, to serve additionally as Chief

Executive Officer of the Company, effective as of August 7, 2026. Mr. Matthew D. Wilks will continue to serve as Executive Chairman.

Mr. Matthew D. Wilks, age 43, has served as Executive

Chairman of the Board since May 2022 and as President of ProFrac Services, LLC since October 2018. He previously served as Chief Financial

Officer of ProFrac Services, LLC from March 2018 to November 2021 and as interim Chief Financial Officer from January 2022 to March 2022,

and has served as Vice President of Investments for THRC Holdings, LP since January 2012. Mr. Matthew D. Wilks serves on the board of

directors of Flotek Industries, Inc. and as Executive Chairman of the board of directors of Dawson Geophysical Company. Earlier in his

career, Mr. Matthew D. Wilks served as a member of the board of directors of Approach Resources, Inc., an E&P company focused on the

exploration, development and production of unconventional oil and gas resources in the United States, and as Vice President of Logistics

for FTS International, Inc.

Mr. Matthew D. Wilks and Mr. Johnathan L. Wilks

are first cousins, and are the sons of the Company’s founders and principal stockholders, Dan Wilks and Farris Wilks, respectively.

There are no arrangements or understandings between Mr. Matthew D. Wilks and any other person pursuant to which he was appointed as Chief

Executive Officer. Information regarding transactions in which Mr. Matthew D. Wilks has a material interest is set forth under “Certain

Relationships and Related Party Transactions” in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders,

filed with the Securities and Exchange Commission on April 27, 2026, and is incorporated herein by reference.

Resignation and Appointment of Directors

On August 3, 2026, Sergei Krylov notified the

Company of his resignation as a member of the Board, effective as of August 7, 2026. Mr. Krylov’s resignation did not result from

any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 4, 2026, the Board appointed Mr. Johnathan

L. Wilks to serve as a member of the Board, effective as of August 7, 2026, to fill the vacancy created by Mr. Krylov’s resignation.

Mr. Johnathan L. Wilks was designated for appointment to the Board by the Farris Parties, as defined in that certain Stockholders’

Agreement dated as of May 17, 2022, as amended by that certain First Amendment effective as of January 13, 2023, by and among the Company

and the parties listed on the signature page thereto (the “Stockholders’ Agreement”). Mr. Johnathan L. Wilks

has not been appointed to any committee of the Board.

Mr. Johnathan L. Wilks, age 41, served as the

Company’s Chief Executive Officer from May 2022 until his resignation described above. He cofounded ProFrac Services, LLC in May

2016 and served as its Chief Executive Officer since inception. He has served as President of 301 Ventures LLC and Managing Member of

302 Ventures LLC since 2017, and as Manager of Reval Insurance Group LLC since 2021. Mr. Johnathan L. Wilks currently sits on the board

of directors of each of Cisco Safe, the Cisco Recreation Foundation and the Thirteen Foundation. He also owns a controlling interest in

two private E&P companies. Earlier in his career, he served as Vice President of Logistics of FTS International, Inc.

Other than the designation of Mr. Johnathan L.

Wilks by the Farris Parties pursuant to the Stockholders’ Agreement, there are no arrangements or understandings between Mr. Johnathan

L. Wilks and any other person pursuant to which he was appointed as a director. Information regarding transactions in which Mr. Johnathan

L. Wilks has a material interest is set forth under “Certain Relationships and Related Party Transactions” in the Company’s

definitive proxy statement for its 2026 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 27,

2026, and is incorporated herein by reference.

In connection with his appointment to the Board,

Mr. Johnathan L. Wilks will participate in the Company’s compensation program for non-employee directors, on the same terms as apply

to the Company’s other non-employee directors.

In connection with his transition from Chief Executive

Officer to member of the Board, all outstanding unvested awards previously granted to Mr. Johnathan L. Wilks under the Company’s

2022 Long Term Incentive Plan were cancelled without acceleration or vesting, effective as of August 7, 2026.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 6, 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: August 6, 2026

By:

/s/ Austin Harbour

Austin Harbour

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622356d1_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 Second Quarter 2026 Results

WILLOW PARK, TX – August 6, 2026 –

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

for its 2026 second quarter ended June 30, 2026.

Second Quarter 2026 Results

· Total revenue was $498 million compared to first quarter revenue of $450 million

· Net loss was $75 million compared to net loss of $81 million in the first quarter

· Adjusted EBITDA¹ was $69 million compared to $54 million in the first quarter; 14% of revenue in

the second quarter compared to 12% of revenue in the first quarter

· Net cash provided by operating activities was $23 million compared to $9 million in the first quarter

· Capital expenditures totaled $32 million compared to $41 million in the first quarter

· Free cash flow² was negative $8 million compared to negative $25 million in the first quarter

“Our second quarter results extended the momentum we built during

the first quarter, reflecting the continued strength of our operating model and the discipline we've applied throughout this cycle against

a market backdrop that was broadly stronger sequentially. Volatility has defined the broader energy landscape in recent months, and if

anything, we believe that only reinforces the structural case for domestic energy security as a durable tailwind for our business. At

the same time, it's a reminder of why flexibility matters across every facet of our business,” stated Executive Chairman, Matt Wilks.

“We believe we are well positioned for the future, given the

tighter market backdrop and growing operator demand for higher-specification equipment after years of attrition in the industry. We're

seeing pricing increases layering in for the third quarter in hydraulic fracturing, and we're taking a thoughtful, disciplined approach

in the back half of the year and into RFP season, which is commencing very early this year. High-spec fleets are in high demand and the

market for that equipment continues to tighten. We believe these factors will drive improvement in our frac calendar in the back half

of 2026.”

“We remain committed to our cost optimization program, and our

continued investment in differentiated technology strengthens the value we deliver to customers and supports our returns through the cycle.

To that end, we continue to execute on our fleet upgrade program to allow us to lean further into the momentum we see building in the

industry. We believe the investments we're making today position us well through the balance of the year and beyond,” concluded

Mr. Wilks.

Outlook

In Stimulation Services, ProFrac

expects third quarter 2026 results to improve on second quarter performance, driven by pricing increases and steady utilization. RFP season

conversations are also unfolding earlier than typical demonstrating potential equipment tightness into 2027.

In Proppant Production, ProFrac

expects approximately flat results on stable volumes in the third quarter. The Company continues to navigate incremental competitive pricing

pressure in the proppant market, particularly in West Texas, while remaining focused on operational improvements and leveraging the potential

it sees in stronger markets, including the Haynesville and South Texas.

Business Segment Information

The Stimulation Services segment

generated revenues of $430 million in the second quarter, which resulted in $39 million of Adjusted EBITDA and a margin of 9%.

The Proppant Production segment

generated revenues of $121 million in the second quarter, which resulted in $6 million of Adjusted EBITDA and a margin of 5%. Approximately

87% of the Proppant Production segment’s second quarter 2026 revenue was intercompany.

The Manufacturing segment generated

revenues of $48 million in the second quarter, which resulted in $6 million of Adjusted EBITDA and a margin of 13%. Approximately 82%

of the Manufacturing segment’s second quarter 2026 revenue was intercompany.

Flotek Industries, Inc. (“Flotek”)

generated revenues of $102 million in the second quarter, which resulted in $19 million of Adjusted EBITDA and a margin of 19%. Approximately

58% of Flotek’s second quarter 2026 revenue was intercompany.

Other Business Activities generated

revenues of $3.6 million in the second quarter, which resulted in $0.4 million of Adjusted EBITDA and a margin of 11%.

Capital Expenditures and Capital Allocation

Cash capital expenditures totaled $32 million

in the second quarter, down from $41 million reported in first quarter 2026.

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 June 30,

2026 was approximately $1.10 billion; net debt³ outstanding was approximately $1.08 billion.

Total cash and cash equivalents as of June 30,

2026 was approximately $19 million, of which approximately $5 million was related to Flotek and not accessible by the Company.

As of June 30, 2026 the Company had approximately

$72 million of liquidity, including approximately $14 million of cash and cash equivalents, excluding Flotek, and $58 million of availability

under its asset-based credit facility.

Subsequent to quarter-end, on July 1, 2026, the

Company refinanced and replaced its existing $275 million asset-based revolving credit facility with a new $300 million asset-based revolving

credit facility that extends its debt maturity profile and provides enhanced borrowing base terms to support additional liquidity and

financial flexibility.

As of July 1, 2026, the maximum availability under

the new ABL credit facility was limited to our eligible borrowing base of approximately $243 million, with $173 million of borrowings

outstanding, resulting in approximately $71 million of remaining availability.

Management and Board Transitions

Effective Friday, August 7, 2026, Ladd Wilks will

resign his position of Chief Executive Officer of ProFrac. We are excited to announce that Ladd will continue to serve the Company as

a member of the Board of Directors, replacing Mr. Sergei Krylov. Matt Wilks will take on the newly combined role of Chief Executive Officer

and Executive Chairman.

“I am honored to transition from my role

as the Chief Executive Officer of ProFrac to a member of the Board of Directors. I look forward to continuing as an active leader of the

Company in this new capacity. ProFrac isn’t just a company to me, it’s part of our family’s legacy, and I remain committed

to supporting its lasting success. I also thank Mr. Krylov for his years of dedication and service to ProFrac and for the thoughtful and

diligent stewardship he has brought to ProFrac’s board throughout his tenure,” stated Ladd Wilks.

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 August

6, 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; risks relating to the implementation of the Company’s leadership transition, including the timing of the transition

and the Company’s ability to execute its strategy and operational priorities following the transition; 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

June 30,

December 31,

(In millions)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 18.8

$ 22.9

Accounts receivable, net

334.0

266.8

Accounts receivable — related party, net

5.7

19.9

Inventories

174.8

151.3

Prepaid expenses and other current assets

38.8

22.6

Total current assets

572.1

483.5

Property, plant, and equipment, net

1,350.8

1,464.3

Operating lease right-of-use assets, net

128.2

154.3

Goodwill

290.2

Intangible assets, net

93.8

111.8

Deferred tax assets

24.4

29.0

Other assets

48.4

40.0

Total assets

$ 2,507.9

$ 2,573.1

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 323.7

$ 257.1

Accounts payable — related party

50.1

42.2

Accrued expenses

67.4

74.0

Current portion of long-term debt

159.9

144.7

Current portion of long-term debt — related party

5.4

5.0

Current portion of operating lease liabilities

41.4

44.8

Other current liabilities

28.8

Other current liabilities — related party

0.4

0.8

Total current liabilities

677.1

597.4

Long-term debt

877.7

832.7

Long-term debt — related party

40.5

42.9

Operating lease liabilities

92.6

115.5

Deferred tax liabilities

11.8

Tax receivable agreement liability

82.0

Other liabilities

9.1

10.1

Total liabilities

1,790.8

1,692.4

Mezzanine equity:

Series A preferred stock

71.5

68.8

Stockholders' equity:

Class A common stock

1.8

Additional paid-in capital

1,316.8

1,325.9

Accumulated deficit

(776.1 )

(610.2 )

Total stockholders' equity attributable to ProFrac Holding Corp.

542.5

717.5

Noncontrolling interests

103.1

94.4

Total stockholders' equity

645.6

811.9

Total liabilities, mezzanine equity, and stockholders' equity

$ 2,507.9

$ 2,573.1

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Operations

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

March 31,

June 30,

(In millions)

2026

2025

2026

2025

Total revenues

$ 498.1

$ 449.6

$ 501.9

$ 600.3

$ 947.7

$ 1,102.2

Operating costs and expenses:

Cost of revenues, exclusive of depreciation, depletion and amortization

388.1

354.4

374.7

419.4

742.5

794.1

Selling, general, and administrative

43.7

43.6

51.4

53.6

87.3

105.0

Depreciation, depletion and amortization

97.0

97.1

104.7

106.0

194.1

210.7

Acquisition and integration costs

—

0.1

—

0.2

Other operating expense, net

7.2

0.9

29.0

5.2

8.1

34.2

Total operating costs and expenses

536.0

496.0

559.9

584.3

1,032.0

1,144.2

Operating income (loss)

(37.9 )

(46.4 )

(58.0 )

16.0

(84.3 )

(42.0 )

Other income (expense):

Interest expense, net

(33.2 )

(32.8 )

(35.1 )

(35.9 )

(66.0 )

(71.0 )

Other income (expense), net

—

(9.7 )

4.8

—

(4.9 )

Loss before income taxes

(71.1 )

(79.2 )

(102.8 )

(15.1 )

(150.3 )

(117.9 )

Income tax expense

(3.6 )

(1.6 )

(4.4 )

(0.3 )

(5.2 )

(4.7 )

Net loss

(74.7 )

(80.8 )

(107.2 )

(15.4 )

(155.5 )

(122.6 )

Less: net income attributable to noncontrolling interests

(5.0 )

(2.7 )

(0.8 )

(2.1 )

(7.7 )

(2.9 )

Net loss attributable to ProFrac Holding Corp.

$ (79.7 )

$ (83.5 )

$ (108.0 )

$ (17.5 )

$ (163.2 )

$ (125.5 )

Net loss attributable to Class A common shareholders

$ (81.0 )

$ (84.9 )

$ (109.3 )

$ (18.8 )

$ (165.9 )

$ (128.1 )

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

(In millions)

2026

2025

2026

2025

Cash flows from operating activities:

Net loss

$ (74.7 )

$ (80.8 )

$ (107.2 )

$ (155.5 )

$ (122.6 )

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

Depreciation, depletion and amortization

97.0

97.1

104.7

194.1

210.7

Amortization of acquired unfavorable contracts

—

(1.9 )

—

(7.6 )

Stock-based compensation

2.5

0.9

0.8

3.4

1.9

Loss (gain) on disposal of assets, net

4.5

(2.0 )

5.2

2.5

8.6

Amortization of debt issuance costs

2.8

3.0

5.6

6.0

Loss on investments, net

—

10.5

—

6.8

Provision for credit losses, net of recoveries

—

12.8

—

12.8

Deferred tax expense

3.2

1.4

—

4.6

—

Other non-cash items, net

0.2

—

0.2

Changes in operating assets and liabilities

(12.6 )

(10.1 )

68.8

(22.7 )

18.6

Net cash provided by operating activities

22.9

9.3

96.7

32.2

135.4

Cash flows from investing activities:

Investment in property, plant & equipment

(31.7 )

(40.7 )

(42.8 )

(72.4 )

(95.3 )

Proceeds from sale of assets

0.9

6.2

0.5

7.1

0.7

Other

—

(0.2 )

—

0.4

Net cash used in investing activities

(30.8 )

(34.5 )

(42.5 )

(65.3 )

(94.2 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt

—

25.0

21.6

25.0

21.6

Repayments of long-term debt

(34.7 )

(35.3 )

(29.4 )

(70.0 )

(71.9 )

Borrowings from revolving credit agreements

427.5

416.5

497.6

844.0

916.7

Repayments of revolving credit agreements

(375.7 )

(368.7 )

(533.3 )

(744.4 )

(894.4 )

Payment of debt issuance costs

(0.1 )

(1.3 )

(0.4 )

(1.4 )

(0.4 )

Cash settlement of vested stock awards

—

(0.2 )

—

(1.2 )

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

—

(0.5 )

—

(0.5 )

—

Payment of deferred financing costs

(1.2 )

—

(1.2 )

—

Other

(0.5 )

0.1

(0.1 )

(0.4 )

Net cash provided by (used in) financing activities

15.3

35.8

(44.2 )

51.1

(30.0 )

Net increase in cash, cash equivalents, and restricted cash

7.4

10.6

10.0

18.0

11.2

Cash, cash equivalents, and restricted cash beginning of period

33.5

22.9

16.0

22.9

14.8

Cash, cash equivalents, and restricted cash end of period

$ 40.9

$ 33.5

$ 26.0

$ 40.9

$ 26.0

ProFrac Holding Corp. (NasdaqGS: ACDC)

Reconciliation of Net Income (Loss) to Adjusted EBITDA

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

March 31,

June 30,

(In millions)

2026

2025

2026

2025

Net loss

$ (74.7 )

$ (80.8 )

$ (107.2 )

$ (15.4 )

$ (155.5 )

$ (122.6 )

Interest expense, net

33.2

32.8

35.1

35.9

66.0

71.0

Depreciation, depletion and amortization

97.0

97.1

104.7

106.0

194.1

210.7

Income tax expense

3.6

1.6

4.4

0.3

5.2

4.7

Loss (gain) on disposal of assets, net

4.5

(2.0 )

5.2

3.4

2.5

8.6

Provision for credit losses, net of recoveries

—

12.8

—

12.8

Stock-based compensation

3.1

2.4

2.0

1.1

5.5

3.1

Field restructuring costs

1.6

—

1.6

—

Lease termination

—

0.2

0.8

—

0.2

0.8

Transaction costs

0.1

0.3

7.0

0.2

0.4

7.2

Severance charges

—

0.4

—

0.4

Acquisition and integration costs

—

0.1

—

0.2

Litigation expenses

1.0

2.4

2.8

1.6

3.4

4.4

Loss (gain) on investments, net

—

10.5

(3.7 )

—

6.8

Adjusted EBITDA

$ 69.4

$ 54.0

$ 78.6

$ 129.5

$ 123.4

$ 208.1

ProFrac Holding Corp. (NasdaqGS: ACDC)

Segment Information

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

March 31,

June 30,

(In millions)

2026

2025

2026

2025

Revenues

Stimulation services

$ 429.5

$ 407.0

$ 432.0

$ 524.5

$ 836.5

$ 956.5

Proppant production

121.3

119.6

77.5

67.3

240.9

144.8

Manufacturing

47.8

48.4

55.8

65.8

96.2

121.6

Flotek

101.8

72.3

59.8

56.8

174.1

116.6

Other

3.6

2.9

5.2

5.4

6.5

10.6

Total segments

704.0

650.2

630.3

719.8

1,354.2

1,350.1

Eliminations

(205.9 )

(200.6 )

(128.4 )

(119.5 )

(406.5 )

(247.9 )

Total revenues

$ 498.1

$ 449.6

$ 501.9

$ 600.3

$ 947.7

$ 1,102.2

Adjusted EBITDA

Stimulation services

$ 39.3

$ 32.0

$ 51.1

$ 104.6

$ 71.3

$ 155.7

Proppant production

6.3

6.5

14.8

18.3

12.8

33.1

Manufacturing

6.1

6.8

7.3

4.0

12.9

11.3

Flotek

19.1

11.3

8.7

8.0

30.4

16.7

Other

0.4

(0.1 )

(0.3 )

0.3

(0.6 )

Total segments

71.2

56.5

81.6

134.6

127.7

216.2

Eliminations

(1.8 )

(2.5 )

(3.0 )

(5.1 )

(4.3 )

(8.1 )

Total adjusted EBITDA

$ 69.4

$ 54.0

$ 78.6

$ 129.5

$ 123.4

$ 208.1

ProFrac Holding Corp. (NasdaqGS: ACDC)

Net Debt

June 30,

December 31,

(In millions)

2026

2025

Current portion of long-term debt

$ 159.9

$ 144.7

Current portion of long-term debt — related party

5.4

5.0

Long-term debt

877.7

832.7

Long-term debt — related party

40.5

42.9

Total debt

1,083.5

1,025.3

Plus: unamortized debt discounts, premiums, and issuance costs

18.9

22.8

Total principal amount of debt

1,102.4

1,048.1

Less: cash and cash equivalents

(18.8 )

(22.9 )

Net debt

$ 1,083.6

$ 1,025.2

ProFrac Holding Corp. (NasdaqGS: ACDC)

Free Cash Flow

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

(In millions)

2026

2025

2026

2025

Net cash provided by operating activities

$ 22.9

$ 9.3

$ 96.7

$ 32.2

$ 135.4

Investment in property, plant & equipment

(31.7 )

(40.7 )

(42.8 )

(72.4 )

(95.3 )

Proceeds from sale of assets

0.9

6.2

0.5

7.1

0.7

Free cash flow

$ (7.9 )

$ (25.2 )

$ 54.4

$ (33.1 )

$ 40.8

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