ProFrac Holding Corp. Announces Pricing of Public Offering of Class A Common Stock

By: ProFrac Holding Corp. via Business Wire

August 13, 2025 at 05:00 AM EDT

ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac” or the “Company”) today announced the pricing of its previously announced underwritten public offering of 18,750,000 shares of its Class A common stock (the “Offering”) at a price to the public of $4.00 per share, for gross proceeds of approximately $75.0 million before deducting the underwriting discount and other estimated offering expenses.

The Company has granted the underwriters a 30-day option to purchase up to an additional $11,250,000 of its Class A common stock. The Offering is expected to close on or about August 14, 2025, subject to customary closing conditions.

The Company intends to use the net proceeds from the Offering to repay borrowings outstanding under the Company’s senior secured asset-based revolving credit agreement, to pursue potential investment opportunities and for working capital and other general corporate purposes.

J.P. Morgan Securities LLC and Piper Sandler & Co. are acting as joint book-running managers for the Offering.

The Offering was made only by means of a prospectus supplement and the accompanying base prospectus, which were filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3. Copies of the final prospectus supplement and accompanying base prospectus relating to the Offering, once available, may be obtained on the SEC’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC, attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com; or Piper Sandler & Co., by mail at Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924 or by email at prospectus@psc.com.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About ProFrac Holding Corp.

ProFrac Holding Corp. is a technology-focused, vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, related completion services and complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. ProFrac operates through three business segments: Stimulation Services, Proppant Production and Manufacturing, in addition to Other Business Activities.

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,” “expect,” “intend,” “will,” or similar words. All statements, other than statements of historical fact included in this release, including those regarding the use of proceeds of the Offering and the expected closing date of the Offering, are forward-looking statements. 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: changes in market conditions, the risk that the Offering will not be consummated on the timing contemplated or otherwise, and the satisfaction of customary closing conditions related to the Offering, as well as the risks and uncertainties discussed in the preliminary prospectus supplement for the Offering and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s filings with the SEC, which are available on the SEC’s website at www.sec.gov.