Filed pursuant to Rule 424(b)(3)
Registration No. 333-266465
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated
August 8, 2022)
ProFrac Holding Corp.
Up to 1,545,575 shares of Class A common stock
This prospectus
supplement supplements the prospectus dated August 8, 2022 (the Prospectus), which forms a part of our registration statement on
Form S-1 (No. 333-266465). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information
contained in Item 8.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2022 (the Current Report). Accordingly, we have attached the pertinent
item from the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale by the
selling stockholders identified in the Prospectus (the Selling Stockholders), or their permitted transferees, of up to 1,545,575 shares of Class A common stock of ProFrac Holding Corp., a Delaware corporation. We will not receive
any of the proceeds from such sales of the shares of our Class A common stock by the Selling Stockholders.
This prospectus
supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A common stock and public warrants are listed on the Nasdaq Global Select Market under the symbols ACDC and
ACDCW. The last reported sales price of our Class A common stock and public warrants on the Nasdaq Global Select Market on December 5, 2022 was $22.88 per share and $0.054 per warrant, respectively.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as
such, we have elected to take advantage of certain reduced public company reporting requirements for the Prospectus and future filings. See Risk Factors and SummaryEmerging Growth Company in the
Prospectus.
Investing in our Class A common stock involves risks. See Risk Factors beginning on page 36 of
the Prospectus to read about factors you should consider before buying shares of our Class A common stock.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 6, 2022.