SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,437,726 Shares of Class A Common Stock (1)]

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,437,726 Shares of Class A Common Stock (1)]

SHARED DISPOSITIVE POWER

0

SC 13D/A 1 d833249dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

ProFrac Holding Corp.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

74319N100

(CUSIP Number)

Dan Wilks

Farris Wilks

17018 IH 20

Cisco, Texas 76437

Telephone: (817) 850-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 12, 2024

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 74319N100		SCHEDULE 13D		Page 2


1.		NAMES OF REPORTING PERSONS Matthew D. Wilks
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	Matthew D. Wilks is the Vice President of Investments of THRC Holdings, LP, a Texas limited partnership (“THRC Holdings”) and THRC Management, LLC, a Texas limited liability company (“THRC Management”), and Executive Chairman of the Issuer.

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


CUSIP No. 74319N100		SCHEDULE 13D		Page 3


1.		NAMES OF REPORTING PERSONS Dan Wilks
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	THRC Holdings, owns (i) 79,197,549 shares of Class A Common Stock of Issuer and (ii) warrants to purchase 42,744 shares of Class A Common Stock. The general partner of THRC Holdings is THRC Management. Dan Wilks is the sole member of THRC Management.

(2)

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 Issuer’s 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.


CUSIP No. 74319N100		SCHEDULE 13D		Page 4


1.		NAMES OF REPORTING PERSONS THRC Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

(1)	THRC Holdings owns (i) 79,197,549 shares of Class A Common Stock and (ii) warrants to purchase 42,744 shares of Class A Common Stock. THRC Management is the general partner of THRC Holdings. Dan Wilks is the sole member of THRC Management.

(2)


CUSIP No. 74319N100		SCHEDULE 13D		Page 5


1.		NAMES OF REPORTING PERSONS THRC Holdings, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

(1)	THRC Holdings owns (i) 79,197,549 shares of Class A Common Stock and (ii) warrants to purchase 42,744 shares of Class A Common Stock. THRC Management is the general partner of THRC Holdings. Dan Wilks is the sole member of THRC Management.

(2)


CUSIP No. 74319N100		SCHEDULE 13D		Page 6


1.		NAMES OF REPORTING PERSONS Farris Wilks
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

FARJO Holdings, LP, a Texas limited partnership (“FARJO Holdings”), owns 981,187 shares of Class A Common Stock, the Farris and Jo Ann Wilks 2022 Family Trust, a Texas irrevocable trust (the “Farris Trust”), owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal) and Farris Wilks owns 826,376 shares of Class A Common Stock. FARJO Management, LLC, a Texas limited liability company (“FARJO Management”), is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris Wilks and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.¹

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


CUSIP No. 74319N100		SCHEDULE 13D		Page 7


1.		NAMES OF REPORTING PERSONS Jo Ann Wilks
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

FARJO Holdings owns 981,187 shares of Class A Common Stock and the Farris Trust owns 58,571,820 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal). FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management. Farris and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


CUSIP No. 74319N100		SCHEDULE 13D		Page 8


1.		NAMES OF REPORTING PERSONS Farris and Jo Ann Wilks 2022 Family Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

(1)

The Farris Trust owns 58,571,444 shares of Class A Common Stock (the number of shares owned by the Farris Trust is subject to change based on an appraisal). Farris and Jo Ann Wilks each serve as a trustee of the Farris Trust and, in such capacity, share dispositive power over the shares of Class A Common Stock owned by the Farris Trust. Farris Wilks has sole voting power over the shares of Class A Common Stock owned by the Farris Trust.

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


CUSIP No. 74319N100		SCHEDULE 13D		Page 9


1.		NAMES OF REPORTING PERSONS FARJO Holdings, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

(1)	FARJO Holdings owns 981,187 shares of Class A Common Stock. FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


CUSIP No. 74319N100		SCHEDULE 13D		Page 10


1.		NAMES OF REPORTING PERSONS FARJO Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

(1)	FARJO Holdings owns 981,187 shares of Class A Common Stock. FARJO Management is the general partner of FARJO Holdings. Farris Wilks and Jo Ann Wilks are the members of FARJO Management.

(2)	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 Issuer’s Form 10-Q filed with the SEC on August 9, 2024.


				Page 11

Explanatory Note

This Amendment No. 7 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2024, as amended by Amendment No. 1 thereto filed with the SEC on July 7, 2022, Amendment No. 2 thereto filed with the SEC on November 28, 2022, Amendment No. 3 thereto filed with the SEC on January 30, 2023, Amendment No. 4 thereto filed with the SEC on April 26, 2023, Amendment No. 5 thereto filed with the SEC on June 5, 2023, and Amendment No. 6 thereto filed with the SEC on May 30, 2024 (collectively, the “Schedule 13D”) by the Reporting Persons relating to shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of ProFrac Holding Corp. (the “Issuer”).

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 1. Security and Issuer.

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.

Item 2. Identity and Background.

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.

Item 3. Source and Amount of Funds or Other Consideration.

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.

Item 5. 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 Issuer’s 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 Issuer’s 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.

(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 Person’s 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.

Item 6. Materials to be Filed as Exhibits.


Exhibit No.		Description

1		Joint Filing Agreement, by and among the Reporting Persons, dated as of June 5, 2023(incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed with the SEC on June 5, 2023).

2		Power of Attorney (Matthew D. Wilks), dated as of June 5, 2023 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed with the SEC on June 5, 2023).

3		Power of Attorney (Dan Wilks), dated as of April 19, 2023 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).

4		Power of Attorney (THRC Management, LLC, on behalf of itself and its wholly owned subsidiary, THRC Holdings, LP), dated as of April 19, 2023 (incorporated by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).

5		Power of Attorney (Faris Wilks), dated as of April 19, 2023 (incorporated by reference to Exhibit 4 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).

6		Power of Attorney (Jo Ann Wilks), dated as of April 19, 2023 (incorporated by reference to Exhibit 5 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).

7		Power of Attorney (Farris and Jo Ann Wilks Family Trust), dated as of April 19, 2023 (incorporated by reference to Exhibit 6 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).

8		Power of Attorney (FARJO Management, LLC, on behalf of itself and its wholly owned subsidiary, FARJO Holdings, LP), dated as of April 19, 2023 (incorporated by reference to Exhibit 7 to the Reporting Persons’ Schedule 13D filed with the SEC on April 26, 2023).


				Page 13

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

Amendment: SEC Form SC 13D/A filed by ProFrac Holding Corp.