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Pioneer exit ends board nomination rights at ProPetro (PUMP)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ProPetro Holding Corp. announced that Alex V. Volkov resigned from its Board of Directors, effective May 28, 2026. Volkov had been nominated under an Investor Rights Agreement with Pioneer Natural Resources Pumping Services LLC, an indirect wholly owned subsidiary of Exxon Mobil Corporation.

After his resignation, the company reduced the Board size from eight to seven directors. Volkov’s departure followed Pioneer’s sale of all its remaining ProPetro shares on May 20, 2026, and the filing states his resignation was not due to any disagreement with management or the Board. Following that sale, Pioneer no longer holds rights to designate nominees for election to the Board.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board size before change 8 directors Before Alex V. Volkov’s resignation
Board size after change 7 directors After Alex V. Volkov’s resignation
Pioneer share sale date May 20, 2026 Sale of all remaining ProPetro shares by Pioneer
Resignation announcement date May 28, 2026 Company announced Alex V. Volkov’s resignation
Investor Rights Agreement financial
"pursuant to an Investor Rights Agreement between the Company and Pioneer Natural Resources Pumping Services LLC"
A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.
Board of Directors financial
"the Company reduced the size of the Board from eight to seven directors"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
resignation financial
"announced the resignation of Alex V. Volkov from the Company’s Board of Directors"
designate nominees financial
"which provides Pioneer certain rights to designate nominees for election to the Board"
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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 28, 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)		 (IRS 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per sharePUMPNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   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. o





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2026, ProPetro Holding Corp. (the “Company”) announced the resignation of Alex V. Volkov from the Company’s Board of Directors (the “Board”). In connection with Mr. Volkov’s resignation, the Company reduced the size of the Board from eight to seven directors. Mr. Volkov had been nominated as a director pursuant to an Investor Rights Agreement between the Company and Pioneer Natural Resources Pumping Services LLC, a Delaware limited liability company (“Pioneer”), an indirect wholly owned subsidiary of Exxon Mobil Corporation, which provides Pioneer certain rights to designate nominees for election to the Board. Mr. Volkov’s decision to resign comes after the sale by Pioneer of all of its remaining outstanding shares of the Company on May 20, 2026, and was not the result of any disagreement with management or the Board on any matter related to the Company’s operations, policies or practices. Following such sale, Pioneer no longer has the right to designate nominees for election to the Board.


SIGNATURE

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.

Date: June 1, 2026
 
PROPETRO HOLDING CORP.
 
/s/ John J. Mitchell
John J. Mitchell
General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What board change did ProPetro (PUMP) disclose in this 8-K?

ProPetro reported that Alex V. Volkov resigned from its Board of Directors and the Board size was reduced from eight to seven members. The filing notes his resignation was not due to any disagreement regarding the company’s operations, policies, or practices.

Who is Alex V. Volkov in relation to ProPetro (PUMP)?

Alex V. Volkov served as a member of ProPetro’s Board of Directors. He had been nominated under an Investor Rights Agreement with Pioneer Natural Resources Pumping Services LLC, which previously held ProPetro shares and had rights to designate nominees for the Board.

How is Pioneer Natural Resources Pumping Services LLC connected to ProPetro (PUMP)?

Pioneer Natural Resources Pumping Services LLC, an indirect wholly owned subsidiary of Exxon Mobil Corporation, previously held ProPetro shares and had an Investor Rights Agreement granting it certain rights to designate Board nominees. After selling its remaining shares, those nomination rights ceased.

Why did Alex V. Volkov resign from ProPetro’s Board?

The filing states that Alex V. Volkov’s decision to resign followed Pioneer’s sale of all its remaining ProPetro shares and was not the result of any disagreement with management or the Board on the company’s operations, policies, or practices.

What happened to Pioneer’s board nomination rights at ProPetro (PUMP)?

Following Pioneer’s sale of all its remaining ProPetro shares on May 20, 2026, it no longer has the right to designate nominees for election to ProPetro’s Board under the Investor Rights Agreement referenced in the filing.

Filing Exhibits & Attachments

4 documents

Other Documents