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ProPetro Holding Corp.

For the period ended May 19, 2026. Filed Apr 8, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 8, 2026

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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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ProPetro Holding Corp.

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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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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

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2025 AT A GLANCE

​1​​Scaled PROPWRSM, ending 2025 with approximately 550MW of capacity received or on-order​

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​2​​Approximately 230 MW committed to customer contracts​

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​3​​Continued successful execution with our FORCE® electric fleets​

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​4​​Growing responsibly with strategic financing and leasing structures to support PROPWRSM equipment purchases​

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​​​OPTIMIZE AND INDUSTRIALIZE​
​​​ADDING SCALE AND GROWTH POTENTIAL THROUGH PROPWRSM​​
​​​STRATEGIC EXECUTION​
​ProPetro Holding Corp. (NYSE: PUMP) is a Midland, Texas-based provider of innovative completion 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. Through its PROPWRSM division, ProPetro also delivers reliable, adaptable power services using a modern, standardized fleet of gas-to-power solutions, serving oil and gas, data center, and industrial customers in the United States. ProPetro 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. In 2024, we established our PROPWRSM, power generation business, which rapidly scaled throughout 2025 and at year-end was in the field providing turnkey power generation services to its customers. Today, ProPetro serves a diverse portfolio of leading public and private operators across multiple service platforms and businesses. Through continued execution and a strong team, the Company remains dedicated to its goal of helping to bring reliable energy to the world.​

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​UNIQUELY POSITIONED FOR SUCCESS​
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​Permian Focus​​Blue Chip Customers​​Superior Performance​​PROPWRSM Investments​
​Completions Business positioned in a low-cost basin with sector-leading operating scale​​Consistent completions and rig programs; capable of capturing PROPWRSM micro-grid efficiencies​​Consistently outperforming the competition on location and serving as an efficient completions partner​​Power generation investments providing pathway for growth and strong commercial pipeline​
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​Capital Discipline​​Safety Culture​​Technology​​Social & Governance​
​Strong balance sheet; disciplined capital allocation and asset deployment​​Adopting leading safety processes to drive safe work performance​​Focused on technological improvements to optimize our performance​​Continued investment in our community and commitment to strong corporate governance​
​​​​ProPetro Holding Corp. One Marienfeld Place 110 N. Marienfeld Street, Suite 300 Midland, Texas 79701​
​MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER​

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SAMUEL D. SLEDGE

Chief Executive Officer and Director

Dear Stockholders,

2025 was a defining year for ProPetro. In a challenging and dynamic market environment, our team delivered resilient financial performance, advanced our strategic priorities, and laid a strong foundation for long-term growth. Through disciplined execution, prudent capital allocation, and a continued focus on operational excellence, we demonstrated the durability of our legacy completions businesses and saw meaningful development in our PROPWRSM power generation business that was launched in late 2024.

Throughout the year, our completions businesses continued to perform, providing stability and flexibility. Despite reduced activity levels across the Permian Basin, we maintained operational and financial discipline, managing our cost structure and fleet utilization to protect margins and liquidity. We believe this planning will position us to capture opportunities if the completions market improves.

At the same time, a key element of our strategy in 2025 was the development of our PROPWRSM business, which saw rapid advancement throughout the year. During the year, we secured multiple customer contracts, deployed our first mobile power generation equipment into the field, and increased total delivered or on-order generation capacity to approximately 550 megawatts. This portfolio is intentionally diversified and capable of effectively serving the data center, industrial, and oil and gas markets, with approximately 70% high-efficiency natural gas reciprocating engine generators and 30% low-emission modular turbines. As of early 2026, we had approximately 240 megawatts committed to customer contracts, underscoring strong and growing customer demand for reliable, low-emission power solutions.

To support the scale-up of PROPWRSM while maintaining financial flexibility, we executed several important financing initiatives in 2025. We secured dedicated financing arrangements, including equipment financing with Caterpillar Financial Services Corporation that was originally entered into in April 2025 and subsequently expanded in early 2026, and an equipment leasing facility with Stonebriar Commercial Finance designed to ensure available funding for future PROPWR equipment purchases. In addition, we completed an equity offering in early 2026 that further strengthened our balance sheet and enhanced our ability to pursue growth opportunities.

​2025 BUSINESS HIGHLIGHTS​

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Demonstrated the strength and resilience of our industrialized model, delivering consistent performance despite challenging market conditions. Our completions business generated strong financial results, fueling ongoing investments in PROPWRSM

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Launched and scaled PROPWRSM, deploying initial assets and increasing total delivered or on-order capacity to approximately 550 megawatts

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Secured long-term financing solutions to facilitate PROPWRSM capital investments while maintaining a strong balance sheet that will support continued growth

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Executed multiple customer contracts, including our first data center contract, demonstrating our ability to compete and win business outside the oil and gas service space

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Detailed our PROPWRSM five-year development plan, establishing our strategic outlook for the growth of the PROPWRSM business

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Message from Our Chief Executive Officer

​Driven by the dedication of our team, our strategic focus and the exciting growth potential of our PROPWRSM business, ProPetro is positioned to deliver services that support the development of reliable, efficient and secure sources of energy. We believe this approach will continue to drive value creation for our stockholders.​
​LOOKING AHEAD​

As we enter 2026, we do so with momentum, clarity of purpose, and confidence in our strategic direction. We remain excited about the opportunities ahead for PROPWRSM, where we believe our speed to market solutions provide a competitive advantage in a strong market. For our completions business, despite the ongoing turbulence in the oil and gas markets resulting from the conflict in Iran, we expect our customers to remain disciplined. In this environment, we believe our focus on operational excellence, capital discipline, cost control and differentiated service offerings position us well to capture opportunities in the current market.

This year, our priorities remain clear.

we will continue to invest in and scale PROPWRSM, focusing on operational execution for our existing customers and capturing the growth opportunities in our robust commercial pipeline; and

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we will leverage our next-generation completions fleet and reputation for operational excellence to ensure we remain a premier provider of efficient, lower-emission completions services

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With a resilient core business, a growing power generation platform, a disciplined capital allocation and management program, and a talented and committed team that is focused on consistent execution, we believe ProPetro is well positioned to navigate industry cycles and create value for our stockholders.

​2026 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 19, 2026.

Sincerely,

Samuel D. Sledge

Chief Executive Officer and Director

April 8, 2026

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​​​​ProPetro Holding Corp. One Marienfeld Place 110 N. Marienfeld Street, Suite 300 Midland, Texas 79701​
​NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS​

Dear Stockholders,

We cordially invite you to attend the 2026 annual meeting of stockholders of ProPetro Holding Corp.

When ​​
May 19, 2026 10:00 a.m. Central Time​
Where ​​
2518 FM 307 Midland, Texas 79706​
Record Date ​​
Stockholders who owned our common stock at the close of business on March 25, 2026 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 eight 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 of the Third Amended and Restated 2020 Long-Term Incentive Plan ​ 4 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2026 ​ 5 Transaction of such other business as may properly come before the meeting ​​​

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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​​Call 1 (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 18, 2026, 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 One Marienfeld Place, 110 N. Marienfeld Street, Suite 300, 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.

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​​This proxy statement and our 2025 Annual Report on Form 10-K are also available at https://web.viewproxy.com/propetro/2026.​​
​​​By Order of the Board of Directors, John J. Mitchell General Counsel and Corporate Secretary April 8, 2026​

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.