(FTK)

Role: 10%+ Owner
Signature: ProFrac GDM, LLC, By: Steven Scrogham, Corporate Secretary
Issuer symbol: FTK
Transactions as of: 28 Apr 2025
Transactions value $: $0
Form type: 3
Date filed: 08 May 2025, 16:07
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
ProFrac GDM, LLC	10%+ Owner	333 SHOPS BLVD, SUITE 301, WILLOW PARK	ProFrac GDM, LLC, By: Steven Scrogham, Corporate Secretary	2025-05-08	0002067153

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FTK	Warrants (right to buy)							28 Apr 2025	Common Stock	6M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, LLC, a Texas limited liability company ("ProFrac GDM"), ProFrac Holding Corp., a Delaware corporation ("PubCo"), the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.
F2	The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.

Content

On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, LLC, a Texas limited liability company ("ProFrac GDM"), ProFrac Holding Corp., a Delaware corporation ("PubCo"), the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.

The Warrant can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the Warrant.