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ProFrac Holding Corp. is offering $75.0 million of Class A common stock by selling 18,750,000 shares at a public offering price of $4.00 per share, with a 30-day underwriter option to purchase an additional 2,812,500 shares. The underwriting discount is $0.16 per share, producing proceeds to the company of $3.84 per share before expenses and estimated net proceeds of approximately $72.1 million.

The company intends to use net proceeds to repay borrowings under its 2022 ABL Credit Facility, pursue potential investments and for working capital and other general corporate purposes. Shares outstanding will increase from 160,280,185 to 179,030,185 assuming no exercise of the underwriters' option (181,842,685 if exercised). The Wilks Purchasers have indicated non-binding interest to buy up to approximately $20.0 million of shares. The prospectus reports a last reported market price of $6.09 per share and discloses material metrics including net debt of $1,084.0 million and cash of $26.0 million.

ProFrac Holding Corp. is offering $75.0 million of Class A common stock (with a 30-day underwriter option for up to $11.25 million). The prospectus is preliminary and subject to completion. The company’s Class A shares trade on Nasdaq under the symbol ACDC, with the last reported sale price of $6.09 on August 11, 2025. ProFrac intends to use net proceeds primarily to repay borrowings under its 2022 ABL Credit Facility and for potential investments, working capital and general corporate purposes.

The supplement discloses operating scale: 24 active fleets as of July 31, 2025 and approximately 21.5 million tons of annual nameplate proppant capacity across eight mines as of June 30, 2025. Recent financials in the filing include a Q2 net loss of $(103.5) million, Adjusted EBITDA of $78.6 million for the quarter, free cash flow of $54.4 million for the quarter, and net debt of $1,084.0 million as of June 30, 2025. The Wilks Purchasers have indicated non-binding interest up to $20.0 million in the offering.

Q2-25 highlights � ProFrac Holding Corp. (ACDC)

Revenue slid 13% YoY to $501.9 m, driven by weaker activity in the core Stimulation Services segment. Cost savings were insufficient: operating loss widened to $54.3 m and net loss attributable to Class A holders deepened to $107.2 m (-$0.67/sh) versus -$67.9 m (-$0.42) in Q2-24. Adjusted EBITDA fell 42% to $78.6 m, with Stimulation EBITDA roughly halving to $51 m; YTD EBITDA is down 30% to $208 m.

Despite earnings pressure, cash from operations reached $139 m, comfortably covering $99 m of capex and producing positive free cash flow. Cash rose to $26 m (12/24: $14.8 m), while total principal debt stands at $1.11 bn; net debt ~ $1.08 bn. Liquidity was bolstered by issuing $20 m of additional 2029 senior secured notes and arranging options for another $40 m; an amendment to the Alpine 2023 Term Loan cut near-term amortisation to $5 m/quarter.

Total assets contracted to $2.83 bn (-5% YTD); shareholders� equity slipped 12% to $952 m as the accumulated deficit expanded to $362 m. Inventories were reduced by $20 m, aiding cash, but a $12.8 m credit-loss provision, $25 m of other operating charges and ongoing litigation costs weighed on results. No goodwill impairment was recorded this quarter (Q2-24 included $67.7 m).

Unsatisfied proppant performance obligations total $24 m through 2027, and management notes continued softness in U.S. on-shore completions. Compliance with debt covenants is maintained, with key leverage testing on the Alpine facility deferred until 2027.