SCHEDULE 13D/A: Wilks Family Increases Stake in ProFrac Holding Corp., Consolidating Over 88% Beneficial Ownership

An amendment to a Schedule 13D filing reveals that the Wilks family and their associated entities have significantly consolidated their beneficial ownership in ProFrac Holding Corp., now controlling approximately 88.66% of the Class A Common Stock.

Summary

• The Reporting Persons, including Dan Wilks, Farris Wilks, Jo Ann Wilks, Matthew D. Wilks, and their associated entities (THRC Holdings, FARJO Holdings, Farris Trust, Heavenly Father's Foundation), collectively beneficially own 144,521,365 shares of ProFrac Holding Corp.'s Class A Common Stock.
• This aggregate ownership represents approximately 88.66% of the Issuer's outstanding Class A Common Stock.
• The calculation is based on 160,146,602 shares of Class A Common Stock outstanding as of November 1, 2024, plus shares convertible from Series A Preferred Stock (2,816,618 shares) and warrants (42,744 shares).
• Dan Wilks holds sole voting and dispositive power over 80,930,264 shares (49.6%), primarily through THRC Holdings and Heavenly Father's Foundation.
• THRC Holdings, LP, and its general partner THRC Management, LLC, beneficially own 79,210,531 shares (48.6%).
• Farris Wilks beneficially owns 61,784,669 shares (37.9%), with varying sole and shared voting/dispositive powers, including holdings through FARJO Holdings and the Farris and Jo Ann Wilks 2022 Family Trust.
• Jo Ann Wilks beneficially owns 60,958,293 shares (37.4%), primarily through shared dispositive power over the Farris Trust and FARJO Holdings.
• The Farris and Jo Ann Wilks 2022 Family Trust holds 58,571,444 shares (35.9%), though this number is subject to change based on an appraisal.
• Matthew D. Wilks, Executive Chairman of the Issuer, beneficially owns 1,806,432 shares (1.1%), including direct holdings and shares through JCMWZ, LLC.
• Heavenly Father's Foundation owns 1,719,733 shares (1.1%).
• The shares were acquired for general investment purposes.
• Recent transactions include Matthew D. Wilks purchasing 288,756 shares at $6.93 on February 26, 2025, and Farris Wilks purchasing 338,756 shares at $6.93 on February 26, 2025.
• Farris Wilks also converted and sold 1,000 shares of Series A preferred stock into 55,204 Class A common stock at $20.00 on March 10, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the significant and increasing insider ownership, which generally signals confidence in the company's future. The recent insider purchases further reinforce this positive outlook. However, the filing is purely an ownership disclosure and lacks operational or financial performance data to warrant a higher score.

Positives

• The significant aggregate beneficial ownership of 88.66% by the Wilks family and related entities indicates strong insider alignment with the company's long-term interests.
• Recent open market and private purchases by Matthew D. Wilks (288,756 shares) and Farris Wilks (338,756 shares) at $6.93 per share demonstrate continued confidence from key insiders in the company's valuation.

Risks

• The high concentration of ownership (88.66%) by a single family group could lead to potential governance issues where minority shareholder interests might be overshadowed.
• The number of shares owned by the Farris and Jo Ann Wilks 2022 Family Trust (58,571,444 shares) is explicitly stated as 'subject to change based on an appraisal,' introducing a minor uncertainty regarding the exact beneficial ownership figures for this entity.

Future Outlook

The document does not contain any explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Schedule 13D/A filing primarily concerns changes in beneficial ownership by a significant insider group and does not provide direct insights into broader industry trends or competitive dynamics within the oilfield services sector. However, the continued consolidation of ownership by the founding family could signal long-term commitment to the company's position in the industry.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• The filing details a complex web of beneficial ownership among the Wilks family members (Dan, Farris, Jo Ann, Matthew D. Wilks) and their controlled entities (THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Farris and Jo Ann Wilks 2022 Family Trust, Heavenly Father's Foundation).
• Matthew D. Wilks' purchase of 288,756 shares was from personal funds in the open market.
• Farris Wilks' purchase of 338,756 shares was from personal funds in a private transaction.
• Farris Wilks' conversion and sale of preferred shares into Class A common stock also represents a transaction by a related party.

Stakeholder Impact

• Shareholders: The high concentration of ownership by the Wilks family could lead to strong alignment of interests between the controlling shareholders and the company's strategic direction, potentially benefiting all shareholders through stable leadership and long-term vision. However, it also means less influence for minority shareholders.
• Employees: No direct impact on employees is indicated by this ownership disclosure.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this ownership disclosure.

Key Dates

Recommendation

Keywords

ProFrac Holding Corp, Beneficial Ownership, SEC Schedule 13D/A, Insider Ownership, Class A Common Stock, Wilks Family, THRC Holdings, FARJO Holdings, Stock Purchase, Corporate Governance, Investment, Energy Services