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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):
May 4, 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 May 4, 2026,
ProPetro Holding Corp. (the “Company”) issued a press release announcing that, subject to market and other
conditions, the Company intends to offer for sale in a private placement (the “Notes Offering”) to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act $500 million aggregate principal
amount of Convertible Senior Notes due 2031 (the “Notes”). The Company also expects to grant the initial purchasers
of the Notes an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first
issued, up to an additional $75,000,000 aggregate principal amount of Notes. The Company intends to use a portion of the net proceeds
from the Notes Offering to fund the cost of entering into capped call transactions and the remainder for general corporate purposes,
including to fund growth capital for additional power generation equipment. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference. Neither this Current Report on Form 8-K, nor the press
release attached as Exhibit 99.1 hereto, constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or any shares
of Company’s common stock issuable upon conversion of the Notes.
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, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events
On May 4, 2026,
in connection with the Notes Offering, the Company provided certain updates to potential investors, the relevant excerpts of which are
set forth below.
********
Amended and Restated Credit Agreement
Substantially contemporaneously
with the pricing of this offering, the Company will enter into amendment no. 4 to its amended and restated credit agreement (the “ABL
Credit Facility”). The amendment extends the stated maturity date of the revolving credit commitments to May 2031,
subject to a springing maturity date ninety-one (91) days before the maturity date of certain long-term indebtedness (if applicable).
The amendment increases the aggregate revolving credit commitments (and the maximum revolver amount) to $350 million, with an uncommitted
accordion in an aggregate amount not to exceed the greater of (a) $150 million and (b) the amount, if any, by which the borrowing
base exceeds the commitments outstanding under the ABL Credit Facility, subject to usual and customary terms and conditions.
The amendment adds certain
power generation equipment as a new component of the borrowing base under the ABL Credit Facility. Subject to additional limitations
set forth in the ABL Credit Facility, the portion of the borrowing base attributable to such equipment may not exceed 35% of the borrowing
base in the aggregate. The advance rates for such equipment are equal to the lesser of (i) 90% of the book value of such equipment
and (ii) 80% of the net orderly liquidation value of such equipment. The amendment also increases the amount of leverage-ratio-based
indebtedness that can be incurred, increases the amount of capital lease and purchase money debt that can be incurred, and includes a
new $690 million basket for the incurrence of convertible indebtedness. The applicable interest rate margins for borrowings under
the ABL Credit Facility range from 1.50% to 2.00% per annum for term SOFR borrowings, based on average historic availability under the
ABL Credit Facility. The applicable unused line fee on the unutilized portion of the commitments in respect of the ABL Credit Facility
accrues at either 0.375% or 0.25% per annum, based on average historic revolver outstandings.
********
As of May 1, 2026,
we had $154 million in cash and cash equivalents.
********
The borrowing base under
our ABL Credit Facility was approximately $143.8 million as of March 31, 2026 and approximately $150.8 million as of May 1,
2026.
Item 9.01 Financial Statements and Exhibits
| EXHIBIT |
|
DESCRIPTION |
| 99.1 |
|
Press Release, dated May 4, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 4, 2026 | | |
| | By: | /s/ John J. Mitchell |
| | | John J. Mitchell |
| | | General Counsel and Corporate Secretary |
Exhibit 99.1
ProPetro Holding Corp. Announces Proposed Convertible
Senior Notes Offering to Optimize Capital Structure
- A portion of the proceeds expected to be used to pay for capped
call transactions to reduce potential dilution. Additional proceeds expected to be deployed for general corporate purposes, including
to fund growth capital for additional power generation equipment.
MIDLAND, Texas, May 4, 2026, (Business Wire)—ProPetro Holding Corp. (NYSE: PUMP) (together with its subsidiaries, “ProPetro” or the “Company”)
today announced its intention to offer, subject to market and other conditions, $500,000,000 aggregate principal amount of convertible
senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). ProPetro also expects to grant
the initial purchasers of the notes an option to purchase, for settlement within a period of 13 calendar days from, and including, the
date the notes are first issued, up to an additional $75,000,000 aggregate principal amount of notes.
ProPetro intends to use a portion of the net proceeds
from the offering to fund the cost of entering into the capped call transactions described below. ProPetro intends to use the remainder
of the net proceeds from the offering for general corporate purposes, including to fund growth capital for additional power generation
equipment. If the initial purchasers exercise their option to purchase additional notes, then ProPetro intends to use a portion of the
additional net proceeds to fund the cost of entering into additional capped call transactions as described below.
The notes will be senior, unsecured obligations
of ProPetro, will accrue interest payable semi-annually in arrears and will mature on November 15, 2031, unless earlier repurchased,
redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. ProPetro
will settle conversions of notes by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share
(“common stock”) or a combination of cash and shares of its common stock, at ProPetro’s election.
The notes will be redeemable, in whole or in part
(subject to certain limitations), for cash at ProPetro’s option at any time, and from time to time, on or after May 15, 2029
and on or before the 45th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share
of ProPetro’s common stock exceeds 130% of the conversion price then in effect for a specified period of time and certain other
conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a
“fundamental change” occur, then, subject to a limited exception, noteholders may require ProPetro to repurchase their notes
for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest,
if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and
other terms of the notes will be determined at the pricing of the offering.
In connection with the pricing of the notes, ProPetro
expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or
one or more other financial institutions (the “option counterparties”). The capped call transactions are expected to cover,
subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of ProPetro’s
common stock that will initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, then
ProPetro expects to enter into additional capped call transactions with the option counterparties.
The capped call transactions are expected generally
to reduce the potential dilution to ProPetro’s common stock upon any conversion of the notes and/or offset any potential cash payments
ProPetro is required to make in excess of the principal amount of converted notes, as the case may be, in the event that the market price
per share of ProPetro’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price
of the capped call transactions, which initially corresponds to the conversion price of the notes and is subject to anti-dilution adjustments
substantially similar to those applicable to the notes. If, however, the market price per share of ProPetro’s common stock, as measured
under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution
and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap
price of the capped call transactions.
In connection with establishing their initial
hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative
transactions with respect to ProPetro’s common stock and/or purchase shares of ProPetro’s common stock concurrently with or
shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of ProPetro’s
common stock or the notes at that time.
In addition, the option counterparties or their
respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to ProPetro’s
common stock and/or purchasing or selling ProPetro’s common stock or other securities of ProPetro in secondary market transactions
following the pricing of the notes and from time to time prior to the maturity of the notes (and (x) are likely to do so during any
observation period related to a conversion of notes or following any repurchase of the notes by ProPetro in connection with any fundamental
change or following any redemption of the notes and (y) are likely to do so following any other repurchase of notes by ProPetro,
if ProPetro elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity
could also cause or avoid an increase or decrease in the market price of ProPetro’s common stock or the notes, which could affect
a noteholder’s ability to convert its notes, and, to the extent the activity occurs during any observation period related to a conversion
of notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any shares
of ProPetro’s common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities
Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This communication
does not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor will there be any sale
of these securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About ProPetro
ProPetro Holding Corp. is a Midland, Texas-based
provider of premium completion services to leading upstream oil and gas companies engaged in the exploration and production of North American
unconventional oil and natural gas resources.
Forward-Looking Statements
This communication includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder. These forward-looking statements include statements regarding
the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the proceeds
and the anticipated terms of, and the effects of entering into, the capped call transactions described above. These forward-looking statements
are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,”
“plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,”
“continue,” “potential,” “should,” “could,” and similar terms and phrases. Forward-looking
statements represent ProPetro’s current expectations regarding future events and are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties
are market conditions, including market interest rates, the trading price and volatility of ProPetro’s common stock and risks relating
to ProPetro’s business, including, but not limited to, those described in periodic reports that ProPetro files from time to time
with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and it subsequent Quarterly
Reports on Form 10-Q. ProPetro may not consummate the proposed offering described in this communication and, if the proposed offering
is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply
the net proceeds as described above. The forward-looking statements included in this communication speak only as of the date of this communication,
and ProPetro does not undertake to update the statements included in this communication for subsequent developments, except as may be
required by law.
Investor Contact
Matt Augustine
Vice President, Finance and Investor Relations
matt.augustine@propetroservices.com
432-219-7620
