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ProPetro Holding Corp

For the period ended Dec 31, 2024. Filed Feb 20, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 20, 2025

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

FORM 10-K

For the fiscal year ended December 31, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-38035

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware26-3685382
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

303 W. Wall Street, Suite 102, Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (432)688-0012

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)PUMPNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerýAccelerated filer☐
Non-accelerated filer☐(Do not check if a smaller reporting company)Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ Noý

The aggregate market value of the Company’s Common Stock held by nonaffiliates on June 30, 2024, determined using the per share closing price on the New York Stock Exchange Composite tape of $8.67 on that date, was approximately $753.4 million.

The number of the registrant’s common shares, par value $0.001 per share, outstanding at February 14, 2025, was 103,168,656.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTSi
SUMMARY OF RISK FACTORSiii
PART I
BUSINESS1
RISK FACTORS15
UNRESOLVED STAFF COMMENTS33
CYBERSECURITY33
PROPERTIES34
LEGAL PROCEEDINGS34
MINE SAFETY DISCLOSURES34
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES34
SELECTED FINANCIAL DATA36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS37
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK52
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA53
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE102
CONTROLS AND PROCEDURES102
OTHER INFORMATION103
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS103
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE103
EXECUTIVE COMPENSATION103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS103
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE103
PRINCIPAL ACCOUNTING FEES AND SERVICES103
PART IV
EXHIBITS AND FINANCIAL SCHEDULES104
SIGNATURES107

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