SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THRC Holdings, LP

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.01 per share	12/27/2024		G		1,719,733	D	$0⁽¹⁾	77,477,816⁽²⁾⁽³⁾	D
Class A common stock, par value $0.01 per share	12/27/2024		G		1,719,733	A	$0	79,197,549⁽²⁾⁽³⁾	I	By Dan Wilks as Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

THRC Holdings, LP

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THRC Management, LLC

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Wilks Dan H.

(Last)

(First)

(Middle)

17018 INTERSTATE 20

(Street)

CISCO

76437

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 27, 2024, THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), donated 1,719,733 shares of the Issuer's Class A common stock to Heavenly Father's Foundation ("HFF"), a Texas Trust operating as a 501(c)(3) Private Foundation (such transaction, the "Donation"). Dan Wilks and Staci Wilks are the trustees of Heavenly Father's Foundation, provided that a third-party investment manager exercises discretionary investment authority over HFF's investments, including with respect to the 1,719,733 shares of the Issuer's Class A common stock held by HFF, pursuant to a services agreement.

2. The number of securities beneficially owned as reported in Column 5 does not include the 30,000 Series A Redeemable Convertible Preferred Stock as previously reported on THRC Holdings Form 4 filed with the SEC on 10/3/23. THRC Holdings, LPdirectly holds 77,477,816 shares of Issuer's Class A common stock. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held directly by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. By virtue of the Donation referenced in footnote 1, HFF directly holds 1,719,733 shares of the Issuer's Class A common stock. Dan Wilks,

3. (Continued from footnote 2) as a co-trustee of HFF may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by HFF, and therefore may be deemed to beneficially own such shares. Each of the foregoing are reporting persons on a Schedule 13D/A (as amended from time to time, the "13D") filed with the SEC on December 31, 2024 (such Reporting Persons on the 13D, collectively, the "13D Group") and may be deemed to beneficially own the shares of the Issuer's Common Stock owned by other members of the 13D Group. Each Group Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

	THRC Holdings, LP, /s/ Robert Early, Attorney-in-Fact	12/31/2024
	THRC Management, LLC, /s/ Robert Early, Attorney-in-Fact	12/31/2024
	Dan Wilks, /s/ Robert Early, Attorney-in-Fact	12/31/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Large owner Thrc Holdings, Lp gifted 1,719,733 shares and received a gift of 1,719,733 shares, decreasing direct ownership by 2% to 77,477,816 units (SEC Form 4)