{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-279233","form_type":"8-K","ticker":null,"cik":"0001670349","company_name":"U.S. WELL SERVICES HOLDINGS, LLC","filed_at":"2022-11-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:51.647311+00:00","generated_at":"2026-06-22T05:32:09.954824+00:00","sec_items":["1.01","2.01","3.01","3.02","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"USWS merger with ProFrac closed; shareholders get 0.3366 PFHC shares; stock delisted","bullets":["Merger effective Nov 1, 2022; each USWS share converted into 0.3366 shares of ProFrac Class A common stock.","Aggregate equity consideration ~$270M; ProFrac retired ~$170M USWS debt and paid ~$22M prepayment penalties.","USWS Common Stock (USWS) and Warrants (USWSW) delisted from NASDAQ; deregistration under Section 12(b) requested.","Post-merger, USWS Inc. converted to LLC named U.S. Well Services Holdings, wholly owned by ProFrac; new management appointed.","Master Reorganization Agreement transfers USWS assets and contracts to ProFrac Manufacturing and ProFrac Services."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-279233","json":"https://secwatch.observer/filing/0001193125-22-279233.json","markdown":"https://secwatch.observer/filing/0001193125-22-279233.md","text":"https://secwatch.observer/filing/0001193125-22-279233.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/d399429d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-22T05:32:09.954824+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0f0b700b3f","claim":"Robert Willette was appointed as Secretary at U.S. WELL SERVICES HOLDINGS, LLC.","evidence_excerpt":"Matthew D. 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In addition, ProFrac is using cash to retire approximately $170 million of USWS Inc. debt, leaving approximately $35 million of various forms of equipment related financing","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc."},{"label":"Consideration","value":"approximately $270 million"},{"label":"Closing","value":"2022-11-01"}],"fact_type":"ma_transaction"},{"claim_id":"5d2a3044c271fcf1fe7bbca4e284be4f09005235","claim":"U.S. WELL SERVICES HOLDINGS, LLC entered into Master Reorganization Agreement with ProFrac Manufacturing, LLC.","evidence_excerpt":"USWS Holdings LLC entered into that certain Master Reorganization Agreement by and among USWS Holdings LLC, ProFrac Manufacturing, LLC, ProFrac Services, LLC, USWS Holdings LLC, U.S. Well Services, LLC, USWS Fleet 10, LLC and USWS Fleet 11, LLC (the “ Reorganization Agreement ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"ProFrac Manufacturing, LLC"}],"fact_type":"material_agreement"},{"claim_id":"8bc5223b98cffba2e82d43aac8472af7ce708b49","claim":"U.S. WELL SERVICES HOLDINGS, LLC entered into Limited Liability Company Agreement of USWS Holdings LLC with ProFrac Holdings II, LLC.","evidence_excerpt":"USWS Holdings LLC and ProFrac Holdings II, its sole member, entered into the Limited Liability Company Agreement of USWS Holdings LLC (the “ LLC Agreement ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"ProFrac Holdings II, LLC"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}