Wilks Group Amends ProFrac Holding Stake

TL;DR

Wilks group updated their ProFrac stake on 5/31. Big shareholder.

AI Summary

On May 31, 2024, Dan Wilks and related entities, including THRC Holdings, LP, filed an amendment (No. 6) to their Schedule 13D concerning ProFrac Holding Corp. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company's Class A Common Stock.

Why It Matters

This filing signals a potential shift in control or influence over ProFrac Holding Corp. by a major shareholder group, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant shareholders can lead to increased volatility and uncertainty regarding the company's future.

Key Players & Entities

• Dan Wilks (person) — Filing party and beneficial owner
• ProFrac Holding Corp. (company) — Subject company
• THRC Holdings, LP (company) — Filing party and beneficial owner
• Farris Wilks (person) — Filing party and beneficial owner

FAQ

Key Financial Figures

• $0.01 — Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securiti

Filing Documents

• d810095dsc13da.htm (SC 13D/A) — 188KB
• 0001193125-24-152027.txt ( ) — 190KB

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule 13D is filed by THRC Holdings, LP, a Texas limited partnership (THRC Holdings), THRC Management, LLC, a Texas limited liability company (THRC Management), FARJO Holdings, LP, a Texas limited partnership (FARJO Holdings), FARJO Management, LLC, a Texas limited liability company (FARJO Management), Dan Wilks, the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the Farris Trust), Farris Wilks, Jo Ann Wilks and Matthew D. Wilks (collectively, the Reporting Persons) and relates to an aggregate of 136,683,869 shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of ProFrac Holding Corp., a Delaware corporation (the Issuer). 2 The principal executive office of the Issuer is located at 333 Shops Boulevard, Suite 301, Willow Park, TX 76087. Item2. Identity and Background.

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is filed by Matthew D. Wilks, Dan Wilks, THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Farris Wilks, Jo Ann Wilks and the Farris Trust. (b) The business address of each of the Reporting Persons is 17018 IH 20, Cisco, TX 76437. (c) The principal occupation of each of Dan Wilks, Farris Wilks and Jo Ann Wilks, Matthew D. Wilks is self-employed investor. Matthew D. Wilks also serves as the Executive Chairman of the Issuer. THRC Holdings and FARJO Holdings are limited partnerships. THRC Management is a member-managed limited liability company. FARJO Management is a manager-managed limited liability company. The Farris Trust is an irrevocable trust. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, 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. (f) Each of Matthew D. Wilks, Dan Wilks, Farris Wilks and Jo Ann Wilks is a citizen of the United States of America. THRC Holdings and FARJO Holdings are limited partnerships organized under the laws of the State of Texas. THRC Management and FARJO Management are limited liability companies organized under the laws of the State of Texas. The Farris Trust is an irrevocable trust organized under the laws of the State of Texas. Item3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The source of funds for the purchases of the shares of Class A Common Stock set forth on Schedule I was working capital of THRC Holdings. The Class A Common Stock held by Matthew D. Wilks were either purchased in the open market with personal funds or were grants made to Matthew D. Wilks by the Issuer pursuant to the Issuers long term incentive plan or other equity grant plans. The source of funds for the purchases of the shares of Class A Common Stock set forth on Schedule I was working capital of Farris and Jo Ann Wilks 2022 Family Trust. Page 12 Matthew D. Wilks may be deemed to beneficially own the Class A Common Stock held by THRC Holdings and THRC Management, but Matthew D. Wilks disclaims beneficial ownership of any Class A Common Stock owned by THRC Holdings or THRC Management. See Item 4 of this Schedule 13D, which information is incorporated herein by reference. Item5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended by amending and replacing in its entirety each of Item 5(a), 5(b) and 5(c) as follows: (a) In aggregate, the Reporting Persons are the beneficial owners of 136,683,869 shares of Class A Common Stock, representing approximately 85.4% of the Issuers outstanding shares of Class A Common Stock. This calculation is based on (i) 159,936,049 shares of Class A Common Stock outstanding as of May 6, 2024, as disclosed on the Issuers Form 10-Q filed with the SEC on May 10, 2024.and (ii) 42,744 shares of Class A Common Stock issuable to THRC Holdings upon exercise of warrants to purchase shares of Class A Common Stock. Matthew D. Wilks may be deemed to beneficially own the Class A Common Stock held by THRC Holdings and THRC Management, but Matthew D. Wilks disclaims beneficial ownership of any Class A Common Stock owned by THRC Holdings or THRC Management. (b) The number of shares of Class A Common Stock to which each

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 30, 2024 Farris and Jo Ann Wilks 2022 Family Trust By: /s/ Javier Rocha Name: Javier Rocha Title: Attorney-in-Fact THRC Holdings, LP By: /s/ Javier Rocha Name: Javier Rocha Title: Attorney-in-Fact THRC Management, LLC By: /s/ Javier Rocha Name: Javier Rocha Title: Attorney-in-Fact FARJO Holdings, LP By: /s/ Javier Rocha Name: Javier Rocha Title: Attorney-in-Fact FARJO Management, LLC By: /s/ Javier Rocha Name: Javier Rocha Title: Attorney-in-Fact * Dan H. Wilks * Farris C. Wilks * Jo Ann Wilks * Matthew D. Wilks *By: /s/ Javier Rocha Javier Rocha, as Attorney-in-Fact Page 14 Schedule I Transactions since June 5, 2023 13D/A THRC Holdings, LP Date Shares Purchased Price 6/8/2023 437,156 $ 12.33 6/9/2023 64,783 $ 12.63 6/13/2023 98,911 $ 13.41 6/14/2023 186,148 $ 13.40 9/29/2023 30,000 $ 20.00 10/17/2023 603,478 $ 9.09 11/10/2023 630,496 $ 9.63 4/25/2024 330,000 $ 22.08 5/17/2024 335,835 $ 8.85 5/20/2024 348,095 $ 9.20 5/21/2024 191,126 $ 9.29 5/22/2024 664,944 $ 9.49 5/23/2024 194,461 $ 9.28 5/24/2024 265,539 $ 9.50 5/28/2024 440,217 $ 9.49 5/29/2024 559,783 $ 9.32 Matthew Wilks Date Shares Purchased Price 5/17/2024 10,000 $ 8.85 Farris & Jo Ann Wilks 2022 Family Trust Date Shares Purchased Price 10/27/2023 3,409 $ 9.25 4/25/2024 330,000 $ 22.08

View Full Filing

View this SC 13D/A filing on SEC EDGAR