ProPetro Holding Corp

For the period ended May 20, 2025. Filed Apr 8, 2025.

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May 20, 2025 · Filed Apr 8, 2025

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PUMP$6.39+6.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

ProPetro Holding Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

2024 AT A GLANCE

	1			Established PROPWRSM Power Generation Business

	2			Four FORCE® Electric Fleets Deployed Under Committed Customer Agreements

	3			Completed the Acquisition of Aqua Prop, LLC (“AquaPropSM”)

	4			75% of our Hydraulic Fracturing Capacity consists of FORCE® Electric Fleets and Tier IV DGB Dual-Fuel Equipment

			OPTIMIZE AND INDUSTRIALIZE
			CAPITAL LIGHT ASSET TRANSITION
			STRATEGIC EXECUTION

	ProPetro Holding Corp. (NYSE: PUMP) is a Midland, Texas-based provider of premium completion and power services to leading upstream oil and gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources. The Company was founded in 2005. In 2010, management strategically focused the Company’s efforts on establishing a best-in-class hydraulic fracturing platform targeting the Permian Basin. In 2017, we consummated the initial public offering of shares of our common stock. Our fleet has been designed to handle the highest-intensity, most complex hydraulic fracturing jobs. By successfully serving some of the largest and most demanding public and private E&P operating companies, we have established ourselves as a premium completion services company with a goal of helping to bring reliable energy to the world.

	UNIQUELY POSITIONED FOR SUCCESS


Permian Focus	Blue Chip Customers	Superior Performance	Sustainable Future
Positioned in a low-cost basin with sector-leading operating scale	Large drilling inventories and sizeable rig programs	Consistently outperforming the competition on location and serving as an efficient completions partner	Investing in lower emissions equipment to reduce our carbon footprint


Capital Discipline	Safety Culture	Technology	Social & Governance
Strong balance sheet; disciplined capital allocation and asset deployment	Full year 2024 Total Recordable Incident Rate of 0.74	Focused on technological improvements to optimize our performance	Continued investment in our community and commitment to strong governance

				ProPetro Holding Corp.303 W. Wall Street, Suite 102Midland, Texas 79701

	Message from Our Chief Executive Officer

SAMUEL D. SLEDGE

Chief Executive Officer and Director

Dear Stockholders,

2024 was a pivotal year for ProPetro. Thanks to the hard work of our team, we continued to see the benefits of our strategic execution, with further fleet transition, the establishment of our PROPWRSM power generation business, disciplined capital allocation and consistent operational excellence in our existing service lines. Our continued execution as well as our ongoing investments in upgrading and transitioning our fleet and service offerings and our commitment to supporting the development of our new PROPWRSM business all support our conviction that our business will remain resilient through the cycles and that we will be positioned for success in what remains a disciplined market for oilfield services.

	2024 BUSINESS HIGHLIGHTS

Realized continued benefits from our optimization program which together with disciplined capital management allowed us to realize almost 60% lower capital expenditures compared to 2023

Established our PROPWRSM power generation business and placed initial orders for approximately 140 megawatts (MW) of power generation equipment

Repurchased and retired approximately 7.2 million shares in 2024, with total repurchases of approximately 13 million shares representing approximately 11% of our outstanding common stock at the time the repurchase plan commenced in May 2023

Continued the execution of our fleet transition, deploying two additional FORCE® fleets and we expect one additional FORCE® fleet to be deployed in 2025

Our FORCE® electric fleets, along with our Tier IV DGB Dual-fuel fleets, now represent approximately 75% of our hydraulic fracturing capacity

We published our second ProPetro ProEnergy ProPeople Sustainability Report

Completed the acquisition of AquaProp SM, expanding our service offering to include wet sand operations within our hydraulic fracturing business

Message from Our Chief Executive Officer

	Thanks to the continued hard work of our team, we remain positioned to execute on our strategic objectives and to support the development of reliable, consistent, efficient and secure sources of energy. We believe this approach will drive value creation for our stockholders.

	LOOKING AHEAD

2024 showed again the strength and operational excellence of our team. As we look ahead to 2025, we expect our customers to remain disciplined. We believe ProPetro is well positioned to see continued success in this environment and that demand for top tier service providers like ProPetro will remain stable in a challenging market.

To support our success, ProPetro will remain focused on its disciplined and dynamic capital allocation strategy. As we look to 2025, we expect our approach to focus on four key elements:

First, launching and scaling PROPWRSM, which we believe will be a key pillar of future growth;

Second, investing in our next-generation fleet transition, helping to ensure we remain the premier provider of low-emission, high-efficiency pressure pumping services;

Third, executing on accretive M&A transactions and optimizing our portfolio; and

Fourth, returning capital to shareholders through our share repurchase program.

We began 2025 with great momentum, a strong foundation and a clear vision for the future. Despite the recent tariff announcements, OPEC+ production increases, and potential other challenges the year may present, we believe opportunities lie ahead and that we are well positioned to weather these challenges and capitalize on available opportunities. Our fleet modernization efforts will continue to drive efficiencies for our customers while enhancing our competitive positioning. At the same time, the introduction of PROPWRSM offers an exciting opportunity for growth using our existing operational strengths and customer network to support the development of this new business line. With a strong balance sheet, disciplined capital allocation and management, and an unwavering focus on operational excellence, we believe 2025 will be another positive year for ProPetro.

	2025 ANNUAL MEETING

Thank you for your continued support of ProPetro. We look forward to you joining us at our annual meeting of stockholders on May 20, 2025.

Sincerely,

Samuel D. Sledge

Chief Executive Officer and Director

April 8, 2025

				ProPetro Holding Corp.303 W. Wall Street, Suite 102Midland, Texas 79701

	NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders,

We cordially invite you to attend the 2025 annual meeting of stockholders of ProPetro Holding Corp.

When
May 20, 202510:00 a.m. Central Time

Where
2518 FM 307Midland, Texas 79706

Record Date
Stockholders who owned our common stock at the close of business on March 24, 2025 are entitled to notice of, and to vote at, the annual meeting, or any continuation, postponement, or adjournment thereof.

		Items of Business
		1 Election of nine director nominees to serve for a one-year term 2 Approval, on an advisory basis, of the compensation of our named executive officers 3 Approval, on an advisory basis, of the frequency of future advisory votes on compensation of our named executive officers 4 Approval of the Second Amended and Restated 2020 Long-Term Incentive Plan 5 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2025 6 Transaction of such other business as may properly come before the meeting

How to Vote
YOUR VOTE IS IMPORTANT. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting. You may revoke your proxy if you so desire at any time before it is voted. Have your Notice, proxy card or voting instruction form with your 11-digit control number and follow the instructions.

	INTERNET	TELEPHONE	MOBILE DEVICE	MAIL	AT THE MEETING
REGISTERED HOLDERS	www.AALVote.com/PUMP, 24/7	Call1 (866) 804-9616 (toll-free), 24/7	Scan the QR code	Sign, date and mail the proxy card, which you may have received by mail, using the postage-paid envelope provided	Attend the annual meeting and cast your ballot
BENEFICIAL OWNERS (HOLDERS IN STREET NAME)	Follow the instructions provided by your broker, bank or other nominee	Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available	To attend the annual meeting, you will need proof of ownership and a legal proxy from your broker, bank or other nominee

	DEADLINE			11:59 p.m. Eastern Time on May 19, 2025, if you are a registered holder			If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee

A stockholders’ list will be available at our offices at 303 W. Wall Street, Suite 102, Midland, Texas 79701 for a period of ten days prior to the meeting. We hope that you will be able to attend the meeting in person.


		This proxy statement and our 2024 Annual Report on Form 10-K are also available at https://web.viewproxy.com/propetro/2025.

			By Order of the Board of Directors, John J. Mitchell General Counsel and CorporateSecretaryApril 8, 2025

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