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ProPetro Holding Corp.

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

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About this filing

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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Contents

Use of Peer Compensation Data

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THE ROLE OF EXECUTIVE OFFICERS IN COMPENSATION DECISIONS

The Compensation Committee considers the Chief Executive Officer’s recommendations with respect to the compensation of the Named Executive Officers other than our Chief Executive Officer. The Chief Executive Officer also provides initial recommendations for Annual Bonus Plan goals, which the Compensation Committee may accept or modify in its sole discretion. In order to assist the Chief Executive Officer in developing his recommendations for the Compensation Committee, the Company engaged Meridian Compensation Partners, LLC (“Meridian”) in late 2025. As part of its engagement, Meridian did not directly advise the Compensation Committee on any matters with respect to the compensation of our Named Executive Officers and did not serve as the independent compensation consultant for the Compensation Committee. The Compensation Committee may invite any officer to attend Compensation Committee meetings to report on performance progress, but Named Executive Officers are excluded from discussions or decisions about their own compensation.

THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

In 2025, Pearl Meyer served as independent consultant, advising on program design and implementation, regulatory changes, proxy advisor policies, compensation risks, market and peer data, and trends. Pearl Meyer reports exclusively to the Compensation Committee and does not provide services to management. The Compensation Committee has the discretion to allow Pearl Meyer to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration, and in 2025, management worked with Pearl Meyer to provide information and otherwise support the development of materials and recommendations for the Compensation Committee’s consideration. After taking into consideration the factors listed in Section 303A.05(c)(iv) of the “NYSE” Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Pearl Meyer and that Pearl Meyer was independent from management. Other than Pearl Meyer, no other compensation consultants provided services to the Compensation Committee during 2025.

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Use of Peer Compensation Data

The Company competes with business entities across multiple industries for top executive-level talent. To this end, the Compensation Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program and Named Executive Officer pay opportunities remain appropriately competitive. As part of its evaluation, the Compensation Committee works with its independent consultant to validate that the companies included in its peer group are as comparable as possible to the Company in terms of operations, revenue, market capitalization, and geographic location.

The 2025 peer group for target compensation levels was determined by the Compensation Committee based on an in-depth review from its independent compensation consultant. This review included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution, as well as an examination of the broader marketplace. Following such review and with input and support from the Company’s management, Pearl Meyer recommended, and the Compensation Committee agreed, that the peer group for use in setting the 2025 target compensation levels for the Named Executive Officers would be as detailed below (such companies, the “2025 Compensation Peer Group”):

​• Archrock, Inc. ​ • ChampionX Corporation ​ • Helmerich & Payne, Inc. ​ • Liberty Energy, Inc. ​ • Nabors Industries Ltd. ​​​​• Nine Energy Services Inc. ​ • Oil States International, Inc. ​ • Patterson-UTI Energy, Inc. ​ • Precision Drilling Corporation ​​​​• ProFrac Holding Corp. ​ • RPC, Inc. ​ • Select Energy Services, Inc. ​ • U.S. Silica Holdings, Inc. ​​

Additionally, when determining the peer group for that would be appropriate to use for evaluating TSR performance for the PSUs granted in 2025, which occurred after setting the 2025 target compensation levels for the Named Executive Officers, the Compensation Committee elected to remove ChampionX Corporation and U.S. Silica Holdings, Inc. from the peer group used for such purpose. ChampionX Corporation was removed from the peer group because it was acquired by SLB N.V. (SLB Limited) in a transaction announced in 2024 and completed after PSUs were granted in 2025. U.S. Silica Holdings, Inc. was also removed from the peer group because it ceased to be publicly traded when it was acquired by affiliates of Apollo Global Management Inc. in a take-private transaction in 2024. As a result, for evaluating TSR performance for the PSUs granted in 2025, the Company used the 2025 peer group detailed below (such companies, the “2025 Performance Peer Group”):

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