ProFrac Holding Corp-A美股招股说明书(2025-08-14版)

$75,000,000 ProFrac Holding Corp. ClassA common stock We are selling 18,750,000 shares of our ClassA common stock. We have granted the underwriters anoption to purchase up to an additional 2,812,500 shares, at the public offering price set forth above, less theunderwriting discount, within 30days from the date of this prospectus supplement. Our ClassA common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the tradingsymbol “ACDC.” The last reported sale price of our ClassA common stock on Nasdaq on August11, 2025was $6.09 per share. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on pageS-11of thisprospectus supplement, page5of the accompanying base prospectus, and in the documents we incorporate byreference into this prospectus supplement and the accompanying base prospectus to read about important factsyou should consider before buying our ClassA common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying baseprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotalPublic offering price$4.00$75,000,000Underwriting discounts and commissions$0.16$2,200,000Proceeds to us (before expenses)$3.84$72,800,000(1)(1) (1)No underwriting discount or commissions will be paid to the underwriters with respect to any shares ofthe ClassA common stock purchased by the Wilks Purchasers (as defined in this prospectus). See“Underwriting” for additional disclosure regarding underwriter compensation. Certain entities owned by or affiliated with Messrs. Dan Wilks and Farris C. Wilks (which are thecontrolling stockholders of our company), as well as Farris C. Wilks in an individual capacity (collectively,the “Wilks Purchasers”), have indicated an interest in purchasing up to an aggregate of approximately $20.0million in shares of Class A common stock in this offering at the public offering price per share. Becausethese indications of interest are not binding agreements or commitments to purchase, we can provide noassurances with respect to whether the Wilks Purchasers will purchase shares in this offering or, if they electto purchase shares, the number of shares they ultimately will acquire. In addition, the underwriters mayelect to sell fewer shares or not to sell any shares in this offering to the Wilks Purchasers. The underwriterswill not receive any discounts or commissions from any shares of Class A common stock sold to the WilksPurchasers in this offering. See “Indications of Interest.” The underwriters expect to deliver the shares of ClassA common stock to the purchasers on or aboutAugust14, 2025 through the book-entry facilities of The Depository Trust Company. Joint book-running managers Piper Sandler J.P. Morgan August 12, 2025. Table of contents Prospectus supplement About this prospectus supplementS-1Where you can find more informationS-2Cautionary note regarding forward-looking statementsS-3SummaryS-6The offeringS-9Risk factorsS-11Indications of interestS-15Use of proceedsS-16CapitalizationS-17Material U.S. federal income tax considerations for non-U.S. holdersS-19UnderwritingS-23Legal mattersS-32ExpertsS-32ProspectusAbout this prospectusiiProspectus Summary1Risk factors5Cautionary note regarding forward-looking statements6Use of proceeds8Description of capital stock9Description of debt securities15Description of Warrants22Description of rights24Description ofunits25Legal ownership of securities26Plan of distribution29Legal matters30Experts30Where you can find additional information30Incorporation of certain information by reference31 About this prospectus supplement This prospectus supplement and the accompanying base prospectus are part of a registration statementon Form S-3 that we filed with the SEC using a “shelf” registration process under the Securities Act of1933, as amended (the “Securities Act”). We provide information to you about the issuance and sale of theClassA common stock offered hereby in two separate documents that are bound together: (1)thisprospectus supplement, which describes the specific details regarding the issuance and sale of the ClassAcommon stock offered hereby and (2)the accompanying base prospectus, which provides generalinformation regarding us, our securities, and other information, some of which may not apply to theissuance and sale of the ClassA common stock offered hereby. If information in this prospectus supplementis inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement.However, if any statement in one of these documents is inconsistent with a statement in a documentincorporated by reference in this prospectus supplement having a later date, the statement in the documenthaving the later date modifies or supersedes the earlier statement as our business, financial condi