Wilks Group Amends ProFrac Holding Corp. Ownership Filing
Ticker: ACDC · Form: SC 13D/A · Filed: Sep 30, 2024 · CIK: 1881487
| Field | Detail |
|---|---|
| Company | Profrac Holding CORP. (ACDC) |
| Form Type | SC 13D/A |
| Filed Date | Sep 30, 2024 |
| Risk Level | medium |
| Pages | 14 |
| Reading Time | 17 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ownership-change, sec-filing, schedule-13d
Related Tickers: PFHC
TL;DR
Wilks Group updated their ProFrac ownership filing - watch for potential stock moves.
AI Summary
On September 30, 2024, THRC Holdings, LP, along with associated individuals and entities including Dan Wilks and Farris Wilks, filed an amendment (Amendment No. 7) to their Schedule 13D for ProFrac Holding Corp. This filing indicates a change in beneficial ownership of ProFrac Holding Corp. common stock, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.
Why It Matters
This filing signals potential shifts in control or significant stakes within ProFrac Holding Corp., which could influence the company's strategic direction and stock performance.
Risk Assessment
Risk Level: medium — Changes in beneficial ownership filings can indicate strategic moves by major shareholders, potentially impacting stock price and corporate governance.
Key Numbers
- 20240930 — Filing Date (Indicates the date of the latest amendment to the ownership filing.)
Key Players & Entities
- ProFrac Holding Corp. (company) — Subject Company
- THRC Holdings, LP (company) — Filer
- Dan Wilks (person) — Group Member and Filer
- Farris Wilks (person) — Group Member and Filer
- FARJO HOLDINGS, LP (company) — Group Member
- FARJO MANAGEMENT, LLC (company) — Group Member
- FARRIS & JO ANN WILKS 2022 FAMILY TRUST (company) — Group Member
- JO ANN WILKS (person) — Group Member
- MATTHEW D. WILKS (person) — Group Member
- THRC MANAGEMENT, LLC (company) — Group Member
FAQ
What specific changes in beneficial ownership are reported in this SC 13D/A filing?
The filing is an amendment (No. 7) to a Schedule 13D, indicating a change in beneficial ownership, but the specific details of the change (e.g., new percentages, number of shares) are not provided in the excerpt.
Who are the primary filers and group members associated with this filing?
The primary filers include THRC Holdings, LP, Dan Wilks, and Farris Wilks. Other group members listed are FARJO HOLDINGS, LP, FARJO MANAGEMENT, LLC, FARRIS & JO ANN WILKS 2022 FAMILY TRUST, JO ANN WILKS, MATTHEW D. WILKS, and THRC MANAGEMENT, LLC.
What is the CUSIP number for ProFrac Holding Corp. common stock?
The CUSIP number for ProFrac Holding Corp. Class A Common Stock is 74319N100.
What is the business address and phone number provided for the filers?
The business address for Dan Wilks and Farris Wilks is 17018 IH 20, Cisco, Texas 76437, with a telephone number of (817) 850-3600.
What is the filing date of this amendment?
This amendment (Amendment No. 7) to the Schedule 13D was filed as of September 30, 2024.
Filing Stats: 4,162 words · 17 min read · ~14 pages · Grade level 7.9 · Accepted 2024-09-30 14:56:29
Key Financial Figures
- $0.01 — Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securiti
Filing Documents
- d833249dsc13da.htm (SC 13D/A) — 182KB
- 0001193125-24-228919.txt ( ) — 184KB
of the
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 141,014,282 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
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. 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. Page 12 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 141,014,282 shares of Class A Common Stock, representing approximately 88% of the Issuers outstanding shares of Class A Common Stock. This calculation is based on (i) 160,146,602 shares of Class A Common Stock outstanding as of August 5, 2024, as disclosed on the Issuers Form 10-Q filed with the SEC on August 9, 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 Reporting Person has sole or shared voting or dispositive power is set forth on such Reporting Persons cover page to this Amendment. (c) Schedule I hereto sets forth all transactions since the most recent Schedule13D the Reporting Persons filed with the SEC on May 30, 2024. The transactions set forth on Schedule 1 were affected on the open market. Item6. Materials to be Filed as Exhibits. Exhibit No
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: September 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 May 30, 2024 13D/A THRC Holdings, LP Date Shares Purchased Price 8/13/2024 411,383 $ 6.03 8/14/2024 58,617 $ 6.22 8/15/2024 130,000 $ 6.49 8/16/2024 19,871 $ 6.48 8/20/2024 46,999 $ 6.48 8/21/2024 330,130 $ 6.36 8/22/2024 90,821 $ 6.11 8/23/2024 15,645 $ 6.50 8/27/2024 31,784 $ 6.69 8/28/2024 69,425 $ 6.68 8/30/2024 6,136 $ 6.70 9/3/2024 786,193 $ 6.49 9/5/2024 165,315 $ 6.20 9/6/2024 210,043 $ 6.21 9/9/2024 2,154 $ 6.25 9/10/2024 262,853 $ 6.44 9/12/2024 353,635 $ 6.17