X0306 4 2022-12-28 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001881487 ProFrac Holding Corp. 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 0001911179 ProFrac Holdings, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 0001918796 ProFrac Holdings II, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 Common Stock 2022-12-28 4 P 0 1500000 1.16 A 1500000 I By ProFrac Holdings II, LLC 10% Convertible PIK Notes 0.8705 2023-02-02 4 C 0 20000000 0.00 D 2022-03-04 2023-02-02 Common Stock 25366561 0 I By ProFrac Holdings II, LLC Warrants (right to buy) 2023-02-02 4 C 0 25366561 0.8705 A 2023-02-02 Common Stock 25366561 25366561 I By ProFrac Holdings II, LLC ProFrac Holdings II, LLC, a Texas limited liability company ("ProFrac Holdings II"), directly holds the securities of the Issuer. ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings") is the sole member of ProFrac Holdings II. ProFrac Holding Corp., a Delaware corporation ("PubCo"), is the sole managing member of ProFrac Holdings. As a result, each of ProFrac Holdings and PubCo may be deemed to beneficially own the securities directly held by ProFrac Holdings II. Each Reporting Person disclaims beneficial ownership of all securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. The Warrants (as defined below) were issued to ProFrac Holdings II upon maturity of the 10% Convertible PIK Notes. On February 2, 2023, pursuant to a Note Purchase Agreement, the Issuer issued to ProFrac Holdings II prefunded warrants (the "Warrants") permitting ProFrac Holdings II to purchase 25,366,561 shares of the Issuer's Common Stock (the "Warrant Shares"). The aggregate exercise price of the Warrants, except for a nominal exercise price of $0.0001 per Warrant Share (the "Exercise Price"), was prefunded to the Issuer by ProFrac Holdings II and, consequently, no additional consideration (other than the nominal Exercise Price) is required to be paid to the Issuer to effect any exercise of the Warrants. All or any part of the Warrants are exercisable by ProFrac Holdings II at any time and from time to time on and or after February 2, 2023, until the Warrants are exercised in full; provided, however, that unless the Issuer has obtained shareholder approval therefor, the number of share of the Issuer's Common Stock that may be acquired by ProFrac Holdings II upon any exercise of the Warrants shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of the Issuer's Common Stock then beneficially owned by ProFrac Holdings II and its affiliates does not exceed 19.99% of the total number of then issued and outstanding shares of the Issuer's Common Stock. /s/ ProFrac Holding Corp., By: /s/ Lance Turner, Chief Financial Officer 2023-03-02 /s/ ProFrac Holdings, LLC, By: /s/ Lance Turner, Chief Financial Officer 2023-03-02 /s/ ProFrac Holdings II, LLC, By: /s/ Lance Turner, Chief Financial Officer 2023-03-02