Item 1.01 Entry into a Material Definitive Agreement.

Master Reorganization Agreement

Pursuant to a master reoganization agreement (the "Master Reorganization Agreement") dated May 12, 2022, by and among ProFrac Holding Corp., a Delaware corporation (the "Company"), ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac LLC"), Farris C. Wilks and the Farris and Jo Ann Wilks 2022 Family Trust (together with Farris C. Wilks and certain entities under his control, "FW"), THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), and certain other ProFrac LLC Unit Holders (as defined below), the Company and ProFrac LLC completed certain restructuring transactions (the "Reorganization") in connection with the Offering (as defined below). As part of the Reorganization:



     •    the Company amended and restated its Certificate of Incorporation and
          Bylaws, as described in further detail under Item 5.03 of this Current
          Report on Form 8-K;



     •    the members of ProFrac LLC entered into the Third A&R LLC Agreement (as
          defined below);



     •    in connection with the adoption of the Third A&R LLC Agreement, all of
          the membership interests in ProFrac LLC held by the then-existing owners
          of ProFrac LLC (including the THRC FTSI Related Equity (as defined in the
          Prospectus)), were converted into a single class of common units in
          ProFrac LLC ("ProFrac LLC Units", and any holder of ProFrac LLC Units
          other than the Company and its wholly-owned subsidiaries, the "ProFrac
          LLC Unit Holders"), and the Company was admitted as the sole managing
          member of ProFrac LLC;



     •    the 1,000 shares of common stock of the Company issued to ProFrac LLC at
          the formation of the Company were redeemed and cancelled for nominal
          consideration;



     •    the Company issued to (i) FW 10,447,288 shares of Class A Common Stock
          and 47,508,329 shares of Class B common stock, par value $0.01 per share
          ("Class B Common Stock"), (ii) THRC 10,447,288 shares of Class A Common
          Stock and 49,939,536 shares of Class B Common Stock, (iii) Matt Wilks
          1,220,978 shares of Class B Common Stock, (iv) KWELL Holdings, LP, a
          Texas limited partnership, 1,220,978 shares of Class B Common Stock,
          (v) Coy Randle 1,215,603 shares of Class B Common Stock and (vi) Ronald
          Jordan 27,778 shares of Class B Common Stock. Each share of Class A
          Common Stock was exchanged for equity interests in FTS International,
          Inc., a Delaware corporation. Each share of Class B Common Stock was
          exchanged for a cash payment equal to the par value of such shares; and



     •    immediately after the closing of the Offering, a portion of the net
          proceeds from the Offering was used to purchase the THRC FTSI Related
          Equity from THRC Holdings, and the remainder was contributed by the
          Company to ProFrac LLC in exchange for a number of ProFrac LLC Units such
          that the Company will directly and indirectly hold a total number of
          ProFrac LLC Units equal to the number of shares of the Company's Class A
          Common Stock outstanding following the Offering.

The foregoing description is qualified in its entirety by reference to the full text of the Master Reorganization Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Underwriting Agreement

On May 12, 2022, the Company entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Piper Sandler & Co. and Morgan Stanley & Co. LLC, for themselves and as representatives of the other underwriters named therein (the "Underwriters"), relating to the offer and sale of the Company's Class A Common Stock. The Underwriting Agreement provides for the offer and sale (the "Offering") by the Company, and the purchase by the Underwriters, of 16,000,000 shares of Class A Common Stock at a price to the . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 hereto under "Master Reorganization Agreement" is incorporated by reference into this Item 3.02.

In addition, in connection with the closing of the Offering, the Company issued an aggregate of 2,114,273 shares of Class A Common Stock to the sellers from whom ProFrac LLC acquired 6,700 acres that are being developed into a sand mine. Such shares were issued pursuant to right agreements, entered into with each such seller at the time of such acquisition.

The foregoing transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 hereto is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Appointment of Directors

On May 2, 2022, the Board of Directors of the Company (the "Board"), effective immediately after effectiveness of the Registration Statement, increased the size of the Board to five and appointed Sergei Krylov, Terry Glebocki, Stacy Nieuwoudt and Gerald Haddock as members of the Board.

Biographical information for Sergei Krylov, Terry Glebocki, Stacy Nieuwoudt and Gerald Haddock is set forth in the Prospectus under the caption "Management" and is incorporated herein by reference.



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As compensation for services provided as a member of the Board, except as otherwise determined by the Board, each non-employee director will receive (i) an annual cash retainer of $95,000, (ii) an annual equity-based award with an aggregate fair market value of approximately $150,000 on the date of grant that will vest on the first anniversary of the closing of the Offering for the annual equity-based awards granted in 2022 and following a one-year vesting period for awards granted thereafter, and (iii) an additional cash fee of $1,500 for each Board or Committee meeting attended by the applicable non-employee director. Except as otherwise determined by the Board, each director will be entitled to be reimbursed for reasonable and necessary travel and miscellaneous expenses incurred to attend meetings and activities of the Board or any of its committees. In addition, in light of the offering and except as otherwise determined by the Board, the non-employee directors will receive a one-time equity-based award with an aggregate fair market value of approximately $285,000 on the date of grant that will vest in substantially equal installments on each of the first, second and third anniversaries of the closing of the Offering.

Ms. Glebocki, Ms. Nieuwoudt and Mr. Haddock will initially serve as members of the Board's Audit Committee, with Ms. Glebocki serving as chair of the Audit Committee. As chair of the Audit Committee, Ms. Glebocki will receive an additional annual cash retainer of $20,000. Ms. Glebocki, Ms. Nieuwoudt and Mr. Haddock will serve on the Board's Compensation Committee, with Ms. Nieuwoudt serving as the chair of the Compensation Committee. As chair of the Compensation Committee, except as otherwise determined by the Board, Ms. Nieuwoudt will receive an additional annual cash retainer of $15,000.

The Company does not currently anticipate that any of Mr. Krylov, Ms. Glebocki, Ms. Nieuwoudt and Mr. Haddock will receive additional compensation for their respective service on the Board.

Based upon information requested from and provided by each director concerning her or his background, employment and affiliations, including family relationships, the Board determined that Ms. Glebocki, Ms. Nieuwoudt and Mr. Haddock, representing a majority of the directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. Except as previously disclosed in the Registration Statement and the Prospectus, there are no transactions in which Mr. Krylov, Ms. Glebocki, Ms. Nieuwoudt and Mr. Haddock have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Indemnification Agreements

On May 12, 2022, in connection with the Offering, the Company entered into indemnification agreements with each of its directors and officers (the "Indemnification Agreements"). The Indemnification Agreements require the Company to indemnify each such individual to the fullest extent permitted under Delaware law against liability that may arise by reason of such individual's service to the Company, and to advance expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreements, which are attached as Exhibits 10.4 through 10.12 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

2022 Long Term Incentive Plan

On May 2 , 2022, the Company adopted the LTIP for the benefit of employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following types of awards: (1) incentive stock options qualified as such under U.S. federal income tax laws; (2) stock options that do not qualify as incentive stock options; (3) stock appreciation rights; (4) restricted stock awards; (5) restricted stock units; (6) bonus stock; (7) dividend equivalents; (8) other stock-based awards; (9) cash awards; and (10) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 3,120,708 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. If an award under the LTIP is forfeited, settled for cash or expires without the actual delivery of shares, any shares subject to such award will again be available for new awards under the LTIP. The LTIP will be administered by the Board's Compensation Committee or the Board, as applicable.



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The foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the LTIP, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

Year.

Amended and Restated Certificate of Incorporation

The Company amended and restated its certificate of incorporation (the "Amended Certificate of Incorporation"), which was filed with the Secretary of State of the State of Delaware on May 17, 2022, and became effective on May 17, 2022.

A description of the Amended Certificate of Incorporation is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description of the Amended Certificate of Incorporation and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Amended Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Amended and Restated Bylaws

On May 17, 2022, the Company amended and restated its bylaws (as amended and restated, the "Bylaws"). A description of the Bylaws is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description and the description of the Bylaws contained in the Prospectus are qualified in their entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure.

On May 12, 2022, Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K,including Exhibit 99.1, are being "furnished" pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be "filed" for purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number       Description

1.1¥           Underwriting Agreement, dated as of May 12, 2022, by and among
             ProFrac Holding Corp., J.P. Morgan Securities LLC, Piper Sandler & Co.
             and Morgan Stanley  & Co. LLC as representatives of the several
             underwriters named therein.

2.1            Master Reorganization Agreement, dated as of May 12, 2022, by and
             among ProFrac Holdings, LLC, ProFrac Holding Corp. and the other
             parties thereto.

3.1            Amended and Restated Certificate of Incorporation of ProFrac Holding
             Corp., as filed with the Secretary of State of the State of Delaware
             on May 17, 2022.

3.2            Amended and Restated Bylaws of ProFrac Holding Corp. effective as of
             May 17, 2022.

4.1            Registration Rights Agreement, dated as of May 17, 2022, by and
             among ProFrac Holding Corp., THRC Holdings, LP, Farris C. Wilks and
             the other parties thereto.



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 4.2       Third Amended and Restated Limited Liability Company Agreement of
         ProFrac Holdings, LLC, dated as of May 17, 2022.

 4.3       Stockholders' Agreement, dated as of May 17, 2022, by and among ProFrac
         Holding Corp., THRC Holdings, LP, Farris C. Wilks, FARJO Holdings, LP and
         the Farris and Jo Ann Wilks 2022 Family Trust.

10.1       Tax Receivable Agreement, dated as of May 17, 2022, by and among
         ProFrac Holding Corp., the TRA Holders and the Agents named therein.

10.2†      ProFrac Holding Corp. 2022 Long Term Incentive Plan.

10.3       Shared Services Agreement, dated as of May 3, 2022, by and between
         Wilks Brothers, LLC and ProFrac Holdings II, LLC.

10.4       Indemnification Agreement (Johnathan Ladd Wilks).

10.5       Indemnification Agreement (Matthew D. Wilks).

10.6       Indemnification Agreement (James Coy Randle, Jr.).

10.7       Indemnification Agreement (Lance Turner).

10.8       Indemnification Agreement (Robert Willette).

10.9       Indemnification Agreement (Sergei Krylov).

10.10      Indemnification Agreement (Theresa Glebocki).

10.11      Indemnification Agreement (Stacy Nieuwoudt).

10.12      Indemnification Agreement (Gerald Haddock).

99.1*      Press Release, dated as of May 12, 2022.



* Furnished herewith.

¥ Certain schedules and exhibits to this agreement have been omitted in

accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished to the SEC on request.

† Compensatory plan or arrangement.





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