Business Context and Reporting Period
This Form 8-K Current Report was filed by ProFrac Holding Corp. on April 7, 2026. The filing discloses new compensatory arrangements for executive officers under the Company's 2022 Long Term Incentive Plan and a special cash incentive agreement.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes and Compensation Details
2026 Performance-Based Restricted Stock Unit (PSU) Awards
On April 7, 2026, the Compensation Committee granted PSUs to four executive officers. Vesting is contingent upon continuous employment for one year and the achievement of specific stock price targets (VWAP over 30 trading days):
- Matthew D. Wilks (Executive Chairman): 287,500 PSUs
- Johnathan L. Wilks (CEO): 287,500 PSUs
- Austin Harbour (CFO): 270,000 PSUs
- Matthew Greenwood (CCO): 150,000 PSUs
Stock Price Vesting Triggers:
- 10% of awards vest at $7.00 VWAP
- 25% of awards vest at $10.00 VWAP
- 25% of awards vest at $14.00 VWAP
- 40% of awards vest at $18.00 VWAP
Awards expire on April 7, 2036. Unvested awards may be replaced by a new negotiated arrangement upon expiration.
2026 CFO Special Incentive Award
A special cash incentive of $1,000,000 was approved for CFO Austin Harbour, payable in four quarterly installments of $250,000.
- Vesting Schedule: First installment vested as of March 31, 2026; subsequent installments vest on June 30, September 30, and December 31, 2026.
- Clawback Provisions: If Mr. Harbour voluntarily terminates or is terminated for Cause in 2026, he must repay all unvested amounts and any amounts already paid. If he voluntarily terminates within 12 months of receipt, he must repay amounts paid in the prior 12 months.
- Termination Without Cause: Unvested portions are forfeited, but no repayment of paid amounts is required.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding operational performance. The primary risk disclosed relates to the forfeiture and repayment obligations tied to the executive compensation agreements if employment conditions are not met.
Investor Verification Checklist
- Verify the current trading price of Class A common stock (ACDC) against the $7.00 to $18.00 vesting thresholds.
- Review the full text of the 2026 PSU Award Agreement (Exhibit 10.1) for specific performance metrics and forfeiture clauses.
- Review the Special Incentive Agreement (Exhibit 10.2) to confirm the exact definitions of "Cause" and repayment timelines.
- Monitor future filings for any changes in executive employment status that could trigger clawbacks.