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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
January 26, 2026
ProPetro
Holding Corp.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-38035 |
26-3685382 |
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
One Marienfeld Place
110 N. Marienfeld Street, Suite 300
Midland, Texas |
|
79701 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (432)
688-0012
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
PUMP |
|
New
York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 7.01 Regulation
FD Disclosure
On
January 27, 2026, ProPetro Holding Corp. (the “Company”)
announced the pricing of an underwritten public offering of 15,000,000 shares of its common stock, par value $0.001 per share (“Common
Stock”), at a price to the public of $10.00 per share, pursuant to a registration statement on Form S-3 (File No. 333-292170)
(the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “Commission”)
that became automatically effective upon filing on December 16, 2025, including the prospectus forming a part of the Registration
Statement, and a preliminary prospectus supplement, which was filed with the Commission on January 26, 2026. A copy of the press
release announcing the pricing of the Offering (as defined below) is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information
in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referencing in such
filing.
Item 8.01 Other
Events
On January 26,
2026, the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto (collectively,
the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which
the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms
and conditions set forth therein, 15,000,000 shares of Common Stock (the “Offering”) at the public offering price less underwriting
discounts and commissions.
The material
terms of the Offering are described in the prospectus supplement, dated January 26, 2026 (the “Prospectus”), to be filed
by the Company with the Commission on or around January 28, 2026, pursuant to Rule 424(b) under the Securities Act.
As described
in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $141,875,000 and intends to use the
net proceeds of the Offering (including any proceeds from the exercise of the underwriters’ option to purchase additional shares)
for general corporate purposes, including to fund growth capital for additional power generation equipment.
Further,
pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering
price less underwriting discounts, up to 2,250,000 additional shares of Common Stock (the “Option”) and has agreed not to sell,
transfer or otherwise dispose of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and
ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of Goldman Sachs &
Co. LLC, as representative of the Underwriters, subject to certain exceptions. On January 27, 2026, the Underwriters exercised the Option in full, resulting in additional expected net proceeds to the Company of approximately
$21.4 million. The Option is expected to close on or about January 28, 2026.
The Underwriting
Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions.
The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and
to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing
description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1
to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
A copy
of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering
is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference
into, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits |
| EXHIBIT |
|
DESCRIPTION |
| 1.1# |
|
Underwriting Agreement, dated as of January 26, 2026, by and between ProPetro Holding Corp. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto. |
| 5.1 |
|
Opinion of Vinson & Elkins L.L.P. |
| 23.1 |
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). |
| 99.1 |
|
Press Release, dated January 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain annexes, schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities
and Exchange Commission upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PROPETRO
HOLDING CORP. |
| |
|
| Date: January 28, 2026 |
|
| |
|
| |
By: |
/s/
John J. Mitchell |
| |
|
John J. Mitchell |
| |
|
General Counsel and Corporate Secretary |
