ProFrac Holding Corp

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains certain “forward-looking statements” within the meaning of in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:

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our business strategy and future growth prospects;

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our industry;

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integration of acquired businesses;

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our future profitability, cash flows and liquidity;

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our financial strategy, budget, projections and operating results;

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the amount, nature and timing of our capital expenditures and the impact of such expenditures on our performance;

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the availability and terms of capital;

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our exploration, development and production activities;

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the market for our existing and future products and services;

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competition and government regulations; and

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general economic conditions.

These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective,” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

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our ability to finance, consummate, integrate and realize the benefits expected from our past or future acquisitions, including any related synergies;

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uncertainty regarding the timing, pace and extent of economic growth in the United States and elsewhere, which in turn may affect demand for crude oil and natural gas and the demand for our services;

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the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, natural gas liquids and other hydrocarbons;

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a further decline or future decline in domestic spending by the onshore oil and natural gas industry;

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actions by members of the Organization of Petroleum Exporting Countries, Russia and other oil-producing countries with respect to oil production levels and announcements of potential changes in such levels;

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the political environment in oil and natural gas producing regions, including uncertainty or instability resulting from civil disorder, terrorism or war, such as the ongoing war between Russia and Ukraine, the war between Israel and Hamas, and the global response to such hostilities, which may negatively impact our operating results;

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changes in general economic and geopolitical conditions, including any impacts from inflation and tariffs;

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competitive conditions in our industry;

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changes in the long-term supply of and demand for oil and natural gas;

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technological advances affecting energy consumption;

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a decline in demand for proppant;

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our ability as well as the ability of our customers to obtain permits, approvals and authorizations from governmental and third parties, and the effects of or changes to U.S. government regulation;

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changes in the availability and cost of capital;

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inflationary factors, such as increases in the labor costs, material costs and overhead costs;

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the effects of consolidation on our customers or competitors;

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the price and availability of debt and equity financing, including changes in interest rates;

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our ability to complete growth projects on time and on budget;

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introduction of new drilling or completion techniques, or services using new technologies subject to patent or other intellectual property protections;

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acts of terrorism, war or political or civil unrest in the United States or elsewhere;

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loss or corruption of our information or a cyberattack on our computer systems;

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the price and availability of alternative fuels and energy sources;

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risks relating to launching new businesses;

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federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate the industry;

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the availability of water resources, suitable proppant and chemicals in sufficient quantities for use in hydraulic fracturing fluids;

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the effects of existing and future laws and governmental regulations (or the interpretation thereof) on us and our customers;

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the severity and duration of widespread health events and related economic repercussions on the oil and gas industry and on demand for oil and gas; and

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the effects of future litigation.

These forward-looking statements speak only as of the date they were made and, except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements because of new information, future events or other factors. All of our forward-looking information involves risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of the risk factors identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report").