ProFrac Holding Corp.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 13, 2026
ACDC$3.01+10.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-10.
0000950170-25-036251
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-13.
0001193125-26-106120
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 131 previous paragraphs and 137 current paragraphs.
71 unchanged; 37 reworded; 27 added; 21 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
In April 2025, Flotek acquired certain gas conditioning equipment from our Stimulation Services segment for total consideration of $107.5 million and our Stimulation Services segment leased these assets back from Flotek for a six year term. We believe this Flotek partnership provides ownership exposure to a highly-scalable gas quality and asset integrity business. The effects of this sale-leaseback transaction have been eliminated from our consolidated financial statements. Part of the $107.5 million consideration was a $40.0 million intercompany note payable from Flotek to our Stimulation Services segment (“Flotek PWRtek Note”). In November 2025, the Stimulation Services segment agreed to assign this note receivable to PC Energy Credit I, LLC, a related party to the Company controlled by the Wilks Parties, in exchange for cash consideration of $40.4 million, which represented the sum of the unpaid principal amount of the note and all accrued and unpaid interest on the note through the closing date.
Current report
In June and December 2025 ProFrac Holdings II, LLC issued a total $60 million aggregate principal amount of its 2029 Senior Notes at par to Beal Bank USA and Wilks Brothers, LLC, which is a Wilks Party, in a private placement to fund capital expenditures with any remaining proceeds used for general corporate purposes.
Current report
In June 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. In December 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on March 31, 2026 and June 30, 2026 were reduced from $15.0 million to $7.5 million. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2028.
Current report
In June 2025, we disposed of our EKU Power Drives subsidiary in our Manufacturing Segment. We recorded a loss of $10.5 million in connection with this disposal.
Current report
In August 2025, we issued 20.6 million shares of Class A common stock, par value $0.01 per share at an offering price of $4.00 per share. The issuance of these shares generated net proceeds of $79.0 million, after deducting underwriter discounts and commissions and offering costs. The Wilks Parties bought 5.0 million shares of these Class A common stock, generating $20.0 million of gross proceeds. We used the net proceeds from this offering to repay borrowings outstanding under our 2022 ABL Credit Facility, for working capital and for other general corporate purposes.
Current report
Recent Trends and Outlook
Current report
Our business depends on the willingness of E&P companies to make expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of E&P companies to undertake these activities is predominantly influenced by current and expected future prices for oil and natural gas. Beginning in April 2025, oil commodity prices decreased from their near-term average through the first quarter of 2025 with increased volatility. As a result, many of our customers began reducing their activity levels and our results of operations and operating cash flows correspondingly declined compared to 2024. As described below, we have taken a number of actions to improve our liquidity. Also, as we anticipated, our results of operations in the fourth quarter 2025 increased relative to the third quarter 2025 with improved demand in Stimulation Services and Proppant Production. Although adverse weather impacted our results early in the first quarter of 2026, activity has recently increased into February and early March on a relative basis. . In the second half of 2025, we implemented initiatives to enhance the resiliency of the platform resulting in lower cash operating expenses and capital expenditures. We remain focused on financial and operational discipline and optimizing our asset base. While we have limited visibility for future demand for our products and services and continue to focus on liquidity management, we are encouraged by recent customer engagement.
Current report
We also actively monitor the effects of inflation and tariffs on our business; however, the potential effects of inflation and tariffs on our business remain uncertain at this time.
Current report
Other revenues in 2025 increased $14.2 million from 2024. This increase is primarily due to Livewire being operational for twelve months in 2025 compared to three months in 2024. Intersegment revenues for these business activities were 99% and 81% in 2025 and 2024, respectively.
Current report
Proppant Production cost of revenues in 2025 increased $121.7 million, or 88%, from 2024. This increase was primarily due to increased costs to support the shift in intercompany sales mix from mine-gate pricing to wellsite pricing, which began in the second quarter of 2025. Exclusive of this mix shift, costs of revenues also increased due to higher sales volumes in 2025.
Current report
Flotek cost of revenues in 2025 increased $27.3 million, or 19%, from 2024. This increase was primarily due to increased costs related to the increased volume of business.
Current report
Other cost of revenues in 2025 increased $11.6 million from 2024. This increase is primarily due to Livewire being operational for twelve months in 2025 compared to three months in 2024.
Current report
Depreciation, depletion, and amortization decreased $25.9 million, or 6%, from 2024. Depreciation expense decreased $27.7 million, or 7%, from 2024. The decrease in depreciation was primarily due to certain assets becoming fully depreciated in 2025, combined with lower capital expenditures in 2025 when compared to prior years.
Current report
Impairment of Long-lived Assets and Goodwill
Current report
In 2025, we recorded a $41.4 million impairment to the long-lived assets related to our idle Merryville sand mine. See "Note 5. Impairments" in the notes to our consolidated financial statements for further discussion.
Current report
In 2025, we recorded a $11.2 million goodwill impairment related to our BPC reporting unit. In 2024, we recorded goodwill impairments of $67.7 million, $4.4 million and $2.4 million related to our Haynesville Proppant, Eagle Ford Proppant and
Current report
Permian Proppant reporting units, respectively. See “Note 5. Impairments” in the notes to our consolidated financial statements for a discussion of these goodwill impairments.
Current report
Inventory write-down for 2025 was recorded to reduce the inventory held at our Merryville sand mine to its net realizable value. See "Note 5. Impairments" in the notes to our consolidated financial statements for discussion of the impairment of long-lived assets at our Merryville sand mine.
Current report
Beginning in April 2025, many of our customers began reducing their activity levels as a result of a depressed commodity price environment, and our results of operations and operating cash flows correspondingly began to decline. In an attempt to ensure that the Company has sufficient near-term liquidity during a prolonged depressed commodity environment, we have executed the following initiatives to optimize the cost structure of the business with a focus on operational efficiency:
Current report
increased liquidity by issuance of common stock in August 2025, which generated net proceeds of $79.0 million;
Current report
increased liquidity by selling an intercompany note receivable from Flotek Industries, Inc. ("Flotek") in November 2025 to PC Energy Credit I LLC, an affiliate of the Wilks Parties and a related party to the Company, generating net proceeds of approximately $40.4 million, which amounted to the entire principal amount of the note, plus accrued and unpaid interest;
Current report
issued an additional $40.0 million and $25.0 million of 2029 Senior Notes in December 2025 and January 2026, respectively;
Current report
on March 3, 2026, we amended the 2022 ABL Credit Facility to extend its scheduled maturity date to September 3, 2027;
Current report
reduced our direct and indirect labor costs;
Current report
reduced our selling, general and administrative expenses by reducing headcount and eliminating certain non-labor related costs; and
Current report
identified areas to enhance operating efficiencies, to reduce operating expenses, and to reduce capital expenditures.
Current report
As of December 31, 2025 we have $86.5 million of estimated tax receivable agreement obligations, with an estimated $4.6 million coming due over the next twelve months. This obligation will generally be paid under the tax receivable agreement as the Company realizes actual cash tax savings from the tax benefits covered by the tax receivable agreement in future tax years. We do not expect a significant increase in the estimate of this liability in future periods. For additional information about our tax receivable agreement, please see “Note 12. Income Taxes” in the notes to our consolidated financial statements.
Removed paragraphs (21)
Previous report
In December 2023, we completed the refinancing of our existing senior secured term loan and other debt with two new financings totaling $885 million, which will both mature in 2029. As a result of these transactions, we extended our significant debt maturities to 2029. For more information, see “Note 7. Debt” in the notes to our consolidated financial statements.
Previous report
In September 2023, we entered into a purchase agreement with THRC Holdings, LP and FARJO Holdings, LP, both Wilks Parties, whereby we issued and sold 50,000 shares of Preferred Stock for gross proceeds of $50.0 million. For more information, see “Note 9. Preferred Stock” and “Note 17. Related Party Transactions” in the notes to our consolidated financial statements.
Previous report
In February 2023, we acquired Performance Proppants, LLC, a Texas limited liability company, and certain related companies for total purchase consideration of approximately $462.8 million. Performance Proppants is a frac sand provider with four sand mines in the Haynesville basin.
Previous report
In January 2023, we acquired Producers Service Holdings LLC, a Delaware limited liability company, an employee-owned pressure pumping services provider serving Appalachia and the Mid-Continent, for total purchase consideration of approximately $35.0 million. Through this transaction, we added hydraulic fracturing equipment, totaling 200,000 HHP as well as a 50,000 square foot manufacturing facility located near Zanesville, OH, through which we have expanded our manufacturing footprint to support Northeast operations.
Previous report
Overall Trends and Outlook
Previous report
While the 2024 year was challenging for the Company, we continued to provide outstanding service quality to customers and recorded multiple company records in hydraulic fracturing efficiencies as we progressed through 2024. In 2025, we have seen improvement in our Stimulation Services segment activity levels driven by increased customer demand for our services. Additionally, we believe the industry’s activity levels will allow for growth in our Proppant Production segment primarily driven by expected improved utilization and that business’s significant degree of operating leverage. We are focused on improving our performance in 2025 through three areas: providing superior customer service, improved utilization of our assets, and firm cost control. We expect these areas of focus, combined with our strategic initiatives, to improve our relative commercial positioning and financial results during 2025.
Previous report
Proppant Production cost of revenues in 2024 decreased $34.0 million, or 20%, from 2023. This reduction was primarily attributable to lower volumes sold in 2024.
Previous report
Other cost of revenues in 2024 decreased $13.7 million, or 8%, from 2023. This decrease was primarily attributable to Flotek’s decreased product sales and lower freight costs.
Previous report
Depreciation, depletion, and amortization was $442.2 million in 2024, which was consistent with $438.4 million in 2023.
Previous report
In 2024, a decline in natural gas prices reduced our customers’ activity levels in the Haynesville basin, which is heavily concentrated with natural gas wells. This activity downturn has significantly reduced the operating results of our Haynesville Proppant reporting unit. In the second quarter of 2024, we noted that our customers’ activity levels were not expected to significantly recover in the short-term. The reduced operating results of our Haynesville Proppant reporting unit therefore resulted in a triggering event and, accordingly, we performed an interim quantitative impairment test in the second quarter of 2024. Based upon the results of our interim quantitative impairment test, we concluded that the carrying value of the Haynesville Proppant reporting unit exceeded its estimated fair value, which resulted in a goodwill impairment charge of $67.7 million in 2024. This goodwill impairment charge represented all of the goodwill recorded on the Haynesville Proppant reporting unit. If overall market conditions deteriorate, or if we are unable to achieve our forecasted results, future non-cash impairment charges may result in other reporting units which could be material.
Previous report
In 2024, we experienced a decline in our operating results for our Permian Proppant reporting unit and our Eagle Ford Proppant reporting unit. In the third quarter of 2024, we noted that our operating results for these reporting units were not expected to significantly recover in the short-term. The reduced operating results for these reporting units resulted in triggering events and, accordingly, we performed interim quantitative impairment tests in the third quarter of 2024. Based upon the results of our interim quantitative impairment tests, we concluded that the carrying values of the Permian Proppant and Eagle Ford Proppant reporting units exceeded their estimated fair values, which resulted in goodwill impairment charges of $2.4 million and $4.4 million, respectively, in 2024, which represented all of the goodwill recorded on these reporting units.
Previous report
Impairments of long-lived assets in 2023 related to certain construction-in-process assets at one of our acquired sand mines that were abandoned.
Previous report
Loss on Extinguishment of Debt
Previous report
As a result of debt refinancing transactions and debt repayments in 2023, we recognized a loss on extinguishment of debt of $33.5 million in 2023.
Previous report
Income tax expense in 2023 was $1.2 million for an effective tax rate of negative 2.1%. The difference between the U.S. statutory tax rate of 21% and the effective tax rate was due to the income that was earned within the financial statement consolidated group that was not subject to tax within the financial statement consolidated group and changes in the valuation allowance on our deferred tax assets.
Previous report
If we pursue additional acquisitions during 2025, we will likely need to raise additional debt and/or equity financing to fund them. There is no assurance we could do that on favorable terms, if at all.
Previous report
In connection with our initial public offering, ProFrac Corp. entered into a tax receivable agreement (the “TRA”) with certain holders of limited liability company interests in ProFrac LLC (the “TRA Holders”). The TRA generally provides for payment by ProFrac Corp. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that ProFrac Corp. actually realizes as a result of certain equity transactions performed by the TRA Holders.
Previous report
In 2023 the TRA Holders converted all of their Class B common stock to Class A common stock. See “Note 1. Organization and Description of Business” in the notes to our consolidated financial statements for further discussion of this common stock conversion and related transactions. The tax effect of our IPO and this transaction resulted in an estimated $82.9 million noncurrent TRA liability. As of December 31, 2024, the current liability for our TRA obligation was an additional $3.3 million. The TRA liability will generally be paid under the TRA as ProFrac Corp. realizes actual cash tax savings from the tax benefits covered by the TRA in future tax years. We do not expect a significant increase in the estimate of this liability in future periods.
Previous report
Goodwill Impairment
Previous report
Before May 17, 2022, the ProFrac Predecessor entities were organized as limited liability companies or a limited partnership and were treated as either a disregarded entity or a partnership for U.S. federal income tax purposes, whereby the ordinary business income or loss and certain deductions were passed-through and reported on the members’ income tax returns. As such, the Company was not required to account for U.S. federal income taxes in the consolidated financial statements. Certain state income-based taxes are imposed on the Company which are reflected as income tax expense or benefit in historical periods.
Previous report
In connection with the IPO in May 2022, the Company reorganized and ProFrac LLC became partially owned by ProFrac Corp., a U.S. Internal Revenue Code Subchapter C corporation (“C-Corporation”). ProFrac Corp. is a taxable entity and is required to account for income taxes under the asset and liability method for periods subsequent to May 17, 2022.
Reworded paragraphs (37)
Previous wording
We operate in three reportable business segments: Stimulation Services, Proppant Production and Manufacturing. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment, which primarily relates to Alpine, provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends.
Current wording
We operate in four reportable business segments: Stimulation Services, Proppant Production, Manufacturing and Flotek. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment, which primarily relates to Alpine, provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends. Flotek is a leading chemistry and data technology company focused on servicing the E&P industry.
Previous wording
Total revenue for 2024 was $2,190.9 million compared to $2,630.0 million in 2023.
Current wording
Total revenue for 2025 was $1,941.8 million compared to $2,190.9 million in 2024.
Previous wording
Net loss for 2024 was $207.8 million compared to net loss of $59.2 million in 2023.
Current wording
Net loss for 2025 was $355.5 million compared to net loss of $207.8 million in 2024.
Previous wording
Cash provided by operating activities for 2024 was $367.3 million compared to $553.5 million in 2023.
Current wording
Cash provided by operating activities for 2025 was $189.5 million compared to $367.3 million in 2024.
Previous wording
Total principal amount of long-term debt was $1,138.9 million at December 31, 2024 compared to $1,107.9 million at December 31, 2023.
Current wording
Total principal amount of long-term debt was $1,048.1 million at December 31, 2025 compared to $1,138.9 million at December 31, 2024.
Previous wording
In June 2024, we acquired 100% of the issued and outstanding capital stock of Advanced Stimulation Technologies, Inc. (“AST”), a pressure pumping services provider serving the Permian Basin, for total purchase consideration of $174.0 million in cash.
Current wording
In June 2024, we acquired 100% of the issued and outstanding capital stock of Advanced Stimulation Technologies, Inc. (“AST”), a pressure pumping services provider serving the Permian Basin, for total purchase consideration of $173.4 million in cash.
Previous wording
Stimulation Services revenues in 2024 decreased $376.8 million, or 16%, from 2023 This decrease was due to a decrease in average active fleets and lower fleet utilization in 2024. This decrease was primarily attributable to a lower number of average active fleets in 2024, lower average pricing for our services, and an increase in the portion of customers who provided their own proppant and chemistry. These decreases were partially offset by increased utilization of our active fleets in 2024 and the acquisition of AST, which contributed revenue starting in June 2024.
Current wording
Stimulation Services revenues in 2025 decreased $231.5 million, or 12%, from 2024. The decrease was primarily due to a decrease in average active fleets and lower average pricing for our services in 2025.
Previous wording
Proppant Production revenues in 2024 decreased $136.8 million, or 36%, from 2023. This decrease was attributable to lower average prices for products sold and a reduction in volumes sold in 2024. Revenue recognized for the amortization of acquired off-market contracts was $43.7 million and $57.5 million in 2024 and 2023, respectively. Intersegment revenues for the Proppant Production segment were 26% and 30% in 2024 and 2023, respectively.
Current wording
Proppant Production revenues in 2025 increased $89.5 million, or 36%, from 2024. The increase was primarily due to higher average pricing for our proppant in 2025, which was due to a shift in intercompany sales mix from mine-gate pricing to wellsite pricing that began in the second quarter of 2025. Exclusive of this mix shift, revenues also increased due to higher sales volumes in 2025. Revenue recognized for the amortization of acquired off-market contracts was $7.6 million and $43.7 million in 2025 and 2024, respectively. Intersegment revenues for the Proppant Production segment were 64% and 26% in 2025 and 2024, respectively.
Previous wording
Manufacturing revenues in 2024 increased $46.7 million, or 27%, from 2023. This increase was attributable to higher intercompany demand for manufacturing products. Additionally, the acquisition of BPC and NRG contributed revenue starting in April 2024 and June 2024, respectively. Intersegment revenues for the Manufacturing segment were 77% and 89% in 2024 and 2023, respectively.
Current wording
Manufacturing revenues in 2025 decreased $10.5 million, or 5%, from 2024. The decrease was primarily due to decreased intercompany demand for manufacturing products in the last nine months of 2025, which was partially offset by increased demand in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed revenue starting in April 2024 and June 2024, respectively. Intersegment revenues for the Manufacturing segment were 82% and 77% in 2025 and 2024, respectively.
Previous wording
Other revenues in 2024 increased $2.5 million, or 1%, from 2023. Flotek recorded $32.5 million and $20.1 million of revenue in 2024 and 2023, respectively, related to contract shortfalls with the Stimulation Services segment. Intersegment revenues for Flotek were 63% and 65% in 2024 and 2023, respectively.
Current wording
Flotek revenues in 2025 increased $51.2 million, or 27%, from 2024. This increase was primarily due to increased intercompany and third-party revenue. Flotek recorded $27.4 million and $32.5 million of revenue in 2025 and 2024, respectively, related to contract shortfalls with the Stimulation Services segment. Intersegment revenues for the Flotek segment were 63% in 2025 and 2024, respectively.
Previous wording
Stimulation Services cost of revenues in 2024 decreased $274.1 million, or 16%, from 2023. This decrease was primarily attributable to a decrease in average active fleets and decreased volume of proppant and chemistry in 2024. Cost of revenues for this segment included an intercompany supply commitment charge of $32.5 million in 2024 and $20.1 million in 2023 because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.
Current wording
Stimulation Services cost of revenues in 2025 decreased $26.7 million, or 2%, from 2024. This decrease was primarily due to a decrease in average active fleets in 2025. Cost of revenues for this segment included an intercompany supply commitment charge of $27.4 million in 2025 and $32.5 million in 2024 because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.
Previous wording
Manufacturing cost of revenues in 2024 increased $43.5 million, or 30%, from 2023. This increase was primarily attributable to higher volumes of products sold to intercompany and third-party customers in 2024. Additionally, the acquisition of BPC and NRG contributed costs beginning in April 2024 and June 2024, respectively.
Current wording
Manufacturing cost of revenues in 2025 decreased $16.4 million, or 9%, from 2024. This decrease was primarily due to decreased volumes of products sold to intercompany customers in the last nine months of 2025, which was partially offset by increased volumes of products sold to intercompany customers in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed costs beginning in April 2024 and June 2024, respectively.
Previous wording
Selling, general and administrative (“SG&A”) expenses in 2024 decreased $29.0 million, or 12%, from 2023. Excluding stock-based compensation expense, SG&A expenses decreased $6.5 million, or 3%. This decrease was due to cost savings initiatives, which was partially offset by higher labor and non-labor costs associated with our 2024 acquisitions. See “Note 11. Stock-based Compensation” in the notes to our consolidated financial statements for a discussion of our stock-based compensation.
Current wording
Selling, general and administrative (“SG&A”) expenses in 2025 decreased $14.1 million, or 7%, from 2024. Excluding stock-based compensation expense, SG&A expenses decreased $17.2 million, or 9%. This decrease was due to lower labor costs resulting from cost control measures and reduced incentive compensation expense. These decreases were partially offset by increased expense at Flotek. The decrease was also partially offset by increased labor and facility costs related to our acquisitions of BPC, AST and NRG in the second quarter of 2024. Additionally, management fees of approximately $5.0 million owed to Wilks Brothers, LLC was reclassified to stock-based compensation expense as a result of an agreement to settle certain management fee payments by issuing common stock. See “Note 11. Stock-based Compensation” in the notes to our consolidated financial statements for a discussion of our stock-based compensation.
Previous wording
Acquisition and integration costs consist of professional and advisory fees, acquisition related severance expenditures, and other costs associated with acquisition and integration activities. Acquisition related expenses were $7.8 million and $21.8 million in 2024 and 2023, respectively. These costs related to our acquisition and integration activities in the respective periods.
Current wording
Acquisition and integration costs consist of professional and advisory fees, acquisition related severance expenditures, and other costs associated with acquisition and integration activities. Acquisition related expenses were $0.2 million and $7.8 million in 2025 and 2024, respectively. These costs related to our acquisition and integration activities in the respective periods.
Previous wording
Litigation expenses and accruals for legal contingencies generally represent legal and professional fees incurred in significant litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In 2024, substantially all of these costs represent litigation costs incurred in connection with certain patent infringement lawsuits with Halliburton, which were settled in September 2024. See "Note 14. Commitments and Contingencies" in the notes to our consolidated financial statements for a discussion of significant litigation matters. In 2023 more than half of these costs were related to litigation costs incurred in connection with the lawsuits against Halliburton.
Current wording
Litigation expenses and accruals for legal contingencies generally represent legal and professional fees incurred in significant litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In 2025, substantially all of these costs represent litigation costs incurred in connection with certain patent infringement lawsuits. In 2024, substantially all of these costs represent litigation costs incurred in connection with certain patent infringement lawsuits with Halliburton Company, which were settled in September 2024.
Previous wording
The transaction costs for 2024 represent deferred costs incurred for Alpine's initial public offering that were charged to earnings as a result of its postponement.
Current wording
Transaction costs in 2025 represent legal and professional fees incurred for strategic initiatives. Transaction costs for 2024 represent deferred costs incurred for Alpine's initial public offering that were charged to earnings as a result of its postponement.
Previous wording
Gain or loss on disposal of assets, net consists of gains or losses on excess property, early equipment failures, and other asset dispositions.
Current wording
Gain or loss on disposal of assets, net consists of gains or losses on excess property, early equipment failures, and other asset dispositions. In 2025, loss on disposal of assets included the scrapping of certain equipment that was determined to be uneconomical to repair.
Previous wording
Supply commitment charges for 2024 represent charges related to contractual inventory purchase commitments to certain proppant suppliers. These charges were attributable to our decreased volume of purchases from these suppliers due to certain customers decreasing their activity levels. If future customer demand differs from our contracted supply, we may incur additional supply commitment charges in future periods.
Current wording
Supply commitment charges for 2024 represent charges related to contractual inventory purchase commitments to certain proppant suppliers. These charges were attributable to our decreased volume of purchases from these suppliers due to certain customers decreasing their activity levels.
Previous wording
Interest expense, net in 2024 was $156.6 million, which was consistent with $154.9 million in 2023. We are subject to interest rate risk on our variable-rate debt. A 1% increase in interest rates on our variable-rate debt as of December 31, 2024, would increase the annual interest expense for this debt by approximately $10.7 million. See “Note 7. Debt” in the notes to our consolidated financial statements for additional discussion related to our debt.
Current wording
Interest expense, net in 2025 was $138.8 million, compared to $156.6 million in 2024. The decrease is due to lower average interest rates and lower average outstanding debt balances in 2025. We are subject to interest rate risk on our variable-rate debt. See “Note 7. Debt” in the notes to our consolidated financial statements for additional discussion related to our debt.
Previous wording
Other income, net in 2024 was $3.0 million. Other expense, net in 2023 was $36.2 million. This balance was primarily due to an unrealized loss on our investment in BPC of $30.2 million. See “Note 6. Investments” in the notes to our consolidated financial statements for discussion of our investment in BPC. This balance was also due to a loss of $8.5 million on our Munger make-whole provision. See “Note 15. Fair Value Measurements” in the notes to our consolidated financial statements for discussion of the Munger make-whole provision.
Current wording
Other expense, net in 2025 was $3.8 million, compared to other income, net in 2024 of $3.0 million. The net change in 2025 was primarily due to the $10.5 million loss on disposal of EKU Power Drives, which was partially offset by a decrease in the fair value of our Munger make-whole provision in 2025. See “Note 15. Fair Value Measurements” in the notes to our consolidated financial statements for discussion of the Munger make-whole provision.
Previous wording
Our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. While Flotek is included in our consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See “Note 4. Business Combinations” in the notes to our consolidated financial statements for discussion of our ownership of Flotek.
Current wording
Historically, our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. While Flotek is included in our consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 1. Organization and Description of Business" in the notes to our consolidated financial statements for discussion of our ownership of Flotek.
Previous wording
Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7. Debt” in the notes to our consolidated financial statements for more information.
Current wording
Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 7. Debt” in the notes to our consolidated financial statements for more information regarding the Alpine 2023 Term Loan.
Previous wording
At December 31, 2024, we had $10.4 million of cash and cash equivalents, excluding Flotek, and $70.7 million available for borrowings under our revolving credit facility which resulted in a total liquidity position of $81.1 million. Refer to “Note 7. Debt” in the notes to our consolidated financial statements for more information regarding our revolving credit facility.
Current wording
At December 31, 2025, we had $17.2 million of cash and cash equivalents, excluding Flotek, and $135.4 million available for borrowings under our revolving credit facility which resulted in a total liquidity position of $152.6 million. Refer to “Note 7. Debt” and “Note 18. Subsequent Events” in the notes to our consolidated financial statements for more information regarding our revolving credit facility.
Previous wording
We believe that our cash and cash equivalents, cash provided by operations, and the availability under our revolving credit facility will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months. Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2026. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 7. Debt” in the notes to our consolidated financial statements for more information about this forthcoming debt covenant.
Current wording
In addition, Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2028. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 7. Debt” in the notes to our consolidated financial statements for more information about this forthcoming debt covenant.
Previous wording
Net cash provided by operating activities was $367.3 million and $553.5 million 2024 and 2023, respectively. Cash flows from operating activities consists of net income or loss adjusted for non-cash items and changes in net working capital.
Current wording
Operating Activities. Net cash provided by operating activities was $189.5 million and $367.3 million 2025 and 2024, respectively. Cash flows from operating activities consists of net income or loss adjusted for non-cash items and changes in net working capital. Net income or loss adjusted for non-cash items in 2025 resulted in a cash increase of $152.8 million compared to a cash increase of $278.8 million in 2024. The change was primarily due to lower earnings in 2025. The net change in working capital in 2025 resulted in a cash increase of $36.7 million compared to a cash increase of $88.5 million in 2024. The change was primarily due to a decrease in cash provided by accounts receivable and inventories in 2025.
Previous wording
Investing Activities. Net cash used in investing activities was $372.3 million and $715.8 million in 2024 and 2023, respectively. The change was primarily due to decreased cash used for acquisitions and $40 million of proceeds received in an equipment sale-leaseback related-party transaction.
Current wording
Investing Activities. Net cash used in investing activities was $163.7 million and $372.3 million in 2025 and 2024, respectively. The change was primarily due to decreased capital expenditures in 2025 and our acquisitions in 2024.
Previous wording
Financing Activities. Net cash provided by financing activities was $5.5 million in 2024. Net cash used in financing activities was $149.7 million in 2023. In 2024 debt repayments net of cash borrowed was $4.0 million. In 2023 cash borrowed net of debt repayments was $101.6 million, and we received $48.9 million in net proceeds from our preferred stock offering.
Current wording
Financing Activities. Net cash used by financing activities was $17.7 million and $5.5 million in 2025 and 2024, respectfully. In 2025 debt repayments net of cash borrowed was $93.9 million. In 2024 debt repayments net of cash borrowed was $4.0 million. In 2025 we received proceeds, net of $79.0 million from issuances of common stock.
Previous wording
See “Note 7. Debt” and “Note 8. Leases” in the notes to our consolidated financial statements for the discussion of our various debt agreements and finance leases, respectively.
Current wording
See “Note 7. Debt” and “Note 8. Leases” in the notes to our consolidated financial statements for the discussion of our various debt agreements and finance leases, respectively. In January 2026 ProFrac Holdings II, LLC issued an additional $25.0 million aggregate principal amount of its 2029 Senior Notes at par to Beal Bank USA in a private placement to fund capital expenditures with any remaining proceeds used for general corporate purposes. These notes were issued as additional notes pursuant to the original indenture as amended. These new notes and the notes previously issued under the indenture are treated as a single series of securities under the indenture and the new notes have substantially identical terms, other than the issue date, issue price and first payment date, as the existing notes and are secured by a security interest in the same collateral.
Previous wording
The Alpine 2023 Term Loan originally contained a covenant commencing with the fiscal quarter ending September 30, 2024, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by Alpine's adjusted EBITDA. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2026. As a result of Alpine’s lower than expected operating results in 2024, Alpine is closely monitoring its forthcoming compliance obligation with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.
Current wording
As a result of the amendment of the Alpine 2023 Term Loan described in “Note 7. Debt” in the notes to our consolidated financial statements, the Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2028, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.
Previous wording
In 2024 our capital expenditures were $255.0 million, consisting of maintenance capital expenditures for our fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.
Current wording
In 2025 our capital expenditures were $169.9 million, consisting of maintenance capital expenditures for our hydraulic fracturing fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.
Previous wording
In 2025 we estimate capital expenditures will range from $150 million to $175 million in maintenance related expenditures and an additional $100 million to $125 million for growth initiatives across all segments. Currently, growth capital expenditures for 2025 are expected to be related to upgrades to our hydraulic fracturing fleet, investments in next generation technology, and sand mine improvements.
Current wording
In 2026 we estimate capital expenditures will range from $80.0 million to $100.0 million in maintenance related expenditures and an additional $75.0 million to $85.0 million for growth initiatives. Currently, growth capital expenditures for 2026 are expected to be related to upgrades to our hydraulic fracturing fleet, investments in next generation technology and sand mine improvements.
Previous wording
We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including customer demand for fleets and expected industry activity levels. We believe we will be able to fund our 2025 capital program from cash flows from operations.
Current wording
We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including our liquidity position, customer demand for fleets, and expected industry activity levels. If the actions designed to improve our liquidity described above are ineffective, we may reduce capital expenditures.
Previous wording
As of December 31, 2024, we had purchase commitments of $55.8 million in 2025 for hydraulic fracturing equipment components and proppant.
Current wording
As of December 31, 2025, we had purchase commitments of $6.5 million in 2025.
Previous wording
Our growth strategy includes potential acquisitions and other strategic transactions. From time to time, we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.
Current wording
Our growth strategy includes potential acquisitions and other strategic transactions. This strategy would need to be suspended if the actions described above to improve our liquidity are ineffective. From time to time we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.
Previous wording
Income taxes are accounted for using the asset and liability method. Deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. We recognize future tax benefits to the extent that such benefits are more likely than not to be realized.
Current wording
ProFrac Corp. is a taxable entity and is required to account for income taxes under the asset and liability method. Deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. We recognize future tax benefits to the extent that such benefits are more likely than not to be realized.
Previous wording
An estimate of whether a valuation allowance is necessary and the related amount of the valuation allowance contain uncertainties because it requires us to apply judgment to all positive and negative evidence available to us. When considering the likelihood of whether a deferred tax asset will be available to offset future taxable income, we assess, among other things, our historical and projected income or loss. When performing this assessment, we must consider the cyclical nature of our business. Our business is heavily influenced by current and expected prices for oil and natural gas. These prices are outside of our control and a downturn in the market can result in periods of significant losses for us, which could prevent the realization of a deferred tax asset. We therefore must consider the future possibility of an industry downturn and the severity of its effect on our business when considering all positive and negative evidence related to the realization of our deferred tax assets. Although we believe that our judgments and estimates are reasonable, an adjustment to a valuation allowance in a given period may require a material adjustment in a future period if our assumptions regarding our future taxable income are proven inaccurate due to an industry downturn.
Current wording
An estimate of whether a valuation allowance is necessary and the related amount of the valuation allowance contain uncertainties because it requires us to apply judgment to all positive and negative evidence available to us. When considering the likelihood of whether a deferred tax asset will be available to offset future taxable income, we assess, among other things, our historical and projected income or loss. When performing this assessment, we must consider the cyclical nature of our business. Our business is heavily influenced by current and expected prices for oil and natural gas. These prices are outside of our control and a downturn in the market can result in periods of significant losses for us, which could prevent the realization of a deferred tax asset. We therefore must consider the future possibility of an industry downturn and the severity of its effect on our business when considering all positive and negative evidence related to the realization of our deferred tax assets. Although we believe that our judgments and estimates are reasonable, an adjustment to a valuation allowance in a given period may require a material adjustment in a future period if our assumptions regarding our future taxable income are proven inaccurate due to industry cycles.
Previous wording
We continuously perform repair and maintenance expenditures on our service and mining equipment. Expenditures for renewals and betterments that extend the lives of our equipment, which may include the replacement of significant components of equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred. The determination of whether an expenditure should be capitalized or expensed requires management judgment with regard to the effect of the expenditure on the useful life of the equipment.
Current wording
We continuously perform repair and maintenance expenditures on our service and mining equipment. Expenditures for betterments and renewals that extend the lives of our equipment, which may include the replacement of significant components of equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred. The determination of whether an expenditure should be capitalized or expensed requires management judgment with regard to the effect of the expenditure on the useful life of the equipment.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Income tax benefit in 2025 was $12.9 million for an effective tax rate of 3.5%. Our income tax provision included a benefit of approximately $15 million from a reduction in Flotek’s valuation allowance. Excluding this item, the difference between our effective tax rate and the federal statutory rate related to a permanent book-tax difference in the accounting for a sale-leaseback transaction with Flotek and changes in the valuation allowance on our deferred tax assets.
Current report — wording carried from elsewhere
As a result of these actions, we believe our cost structure and liquidity are better positioned for the long term and we believe that our sources of liquidity and our cash provided by operations will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Operating Activities. Net income or loss adjusted for non-cash items in 2024 resulted in a cash increase of $278.8 million compared with a cash increase of $423.5 million in 2023. The change was primarily due to lower earnings in 2024.
Previous report — wording carried elsewhere
The net change in working capital in 2024 resulted in a cash increase of $88.5 million compared with a cash increase of $130.0 million in 2023. The change was primarily due to a decrease in cash provided by accounts receivable in 2024, which was partially offset by an increase in cash provided by inventory in 2024 and a decrease in cash used in accounts payable in 2024.