ProFrac Holding Corp. 8-K

What Happened
ProFrac Holding Corp. announced that on December 17, 2025 its Board of Directors appointed Mr. Matthew Rinaldi as a director, effective that same date. His term runs until the Company’s 2026 annual meeting of stockholders or until his successor is elected. The Company filed this update in an 8-K reporting the board appointment.

Key Details

• Appointment date: December 17, 2025; term expires at the 2026 annual meeting (or upon successor qualification).
• Mr. Rinaldi is designated as a director by the Farris Parties under the Company’s Stockholders’ Agreement (original May 17, 2022; amended Jan 13, 2023).
• The Company considers Mr. Rinaldi a non-independent director and does not expect to assign him to any Board committee at this time.
• He will receive the non-employee director compensation described in ProFrac’s Proxy Statement for its 2025 annual meeting (filed April 29, 2025).

Why It Matters
This appointment changes the composition of ProFrac’s board and reflects the governance rights of the Farris Parties under the stockholders’ agreement. For investors, the key facts are that Rinaldi is an affiliated (non-independent) director and will be compensated under existing director pay arrangements; there were no announced changes to executive officers or committee assignments in this filing.