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ProFrac Holding Corp-A 2025年度报告

2026-04-27 美股财报 LLLL
报告封面

333 Shops Boulevard, Suite 301, Willow Park, Texas 76087(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (254) 776-3722 Securities registered pursuant to Section 12(b) of the Act:Title of each class Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s Class A common stock, $0.01 par value per share, held by non-affiliates of the registrant as of June 30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, was $116,271,456 based on the closing price of $7.76 per share of the Class A common stock, as reported on The NasdaqGlobal Select Market on that date. As of March 3, 2026, the registrant had 180,920,753 shares of Class A common stock, $0.01 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within120 days after December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PageCautionary Statement Regarding Forward-Looking Statements3PART IItem 1.Business7Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item 2.Properties41Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities50Item 6.[Reserved]50Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure108Item 9A.Controls and Procedures108Item 9B.Other Information110Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections110PART IIIItem 10.Directors, Executive Officers and Corporate Governance110Item 11.Executive Compensation110Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110Item 13.Certain Relationships and Related Transactions, and Director Independence110Item 14.Principal Accountant Fees and Services110PART IVItem 15.Exhibits, Financial Stat