ProPetro Holding Corp.

SUMMARY RISK FACTORS

Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” of this Annual Report. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected.

Our business is subject to the following principal risks and uncertainties:

Risks Inherent in Our Business and Industry

•Our business and financial performance depends on the historically cyclical oil and natural gas industry and particularly on the level of capital spending of E&P companies within the United States and in the Permian Basin, and a decline in prices for oil and natural gas may cause fluctuation in operating results or otherwise have an adverse effect on our revenue, cash flows, profitability and growth.

•Many of our power generation services involve long sales cycles.

•Our PROPWRSM business line exposes us to the significant risks and uncertainties associated with establishment of a new line of business, and such business line may not achieve the results we anticipate.

•The majority of our operations are located in the Permian Basin, making us vulnerable to risks associated with operating in one major geographic area.

•New technology may cause us to be less competitive.

•Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms, or at all, which could limit our ability to grow.

•Our indebtedness and liquidity needs could restrict our operations and adversely affect our financial condition.

•Restrictions in our current and future financing agreements may limit our ability to finance future operations or capital needs or capitalize on potential acquisitions and other business opportunities.

•Our operations are subject to unforeseen interruptions and hazards inherent in the oil and natural gas industry, for which we may not be adequately insured and which could cause us to lose customers and substantial revenue.

•We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruptions, reputational harm and/or financial loss.

•We may pursue acquisitions, internal expansions or other strategic transactions, and our failure to properly plan and manage such growth may adversely affect our performance.

Risks Related to Customers, Suppliers and Competition

•Reliance upon a few large customers may adversely affect our revenue and operating results.

•We expect to face significant competition in the future as the mobile and modular power industry evolves.

•Our customers may not continue to outsource their power generation needs.

•We are exposed to the credit risk of our customers, and any material nonpayment or nonperformance by our customers could adversely affect our business, results of operations and financial conditions.

•Our business depends upon the ability to obtain specialized equipment, parts and key raw materials, including sand and power generation assets, balance of plant components, power distribution equipment and associated ancillary equipment, from third‑party suppliers. We may be vulnerable to supply chain disruptions, delayed deliveries and future price increases, which could adversely impact our ability to provide our services.

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•We may be unable to adapt our power generation technologies to meet increasing customer needs and power loads, which could result in increased downtime of our power generation offering and disruptions to the power supply to our customers.

•Distributed power generation services in some applications compete with access to the grid.

Risks Related to Employees

•We rely on a few key employees whose absence or loss could adversely affect our business.

•If we are unable to employ a sufficient number of skilled and qualified workers, our capacity and profitability could be diminished and our growth potential could be impaired.

Risks Related to Regulatory Matters

•We are subject to environmental laws and regulations, and future compliance, claims, and liabilities relating to such matters may have a material adverse effect on our results of operations, financial position or cash flows.

•Increasing trucking regulations may increase our costs and negatively impact our results of operations.

•Certain of our completion services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water. Restrictions on our or our customers’ ability to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.

Risks Related to Tax Matters

•Our ability to use our net operating loss carryforwards (“NOLs”) may be limited.

•Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect our operating results and cash flows.

Risks Inherent to an Investment in our Common Stock

•Certain provisions of our certificate of incorporation, and bylaws, as well as Delaware law, may discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

•Our business could be negatively affected as a result of the actions of activist shareholders.

•There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

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