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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): October 15, 2026
ProPetro Holding Corp.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 |
| | NYSE Texas, Inc. |
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).
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 October 15, 2026, the board of directors (the “Board”) of ProPetro Holding Corp. (the “Company”) appointed Kyle Crowley as a director of the Board effective as of October 16, 2026 in connection with an increase in Board size.
Mr. Crowley’s term as director will expire at the 2027 annual meeting of stockholders or until his successor is elected and qualified or his earlier death, resignation or removal. The Board determined that Mr. Crowley meets the independence requirements under the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that he is an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-K, and that there are no transactions between the Company and Mr. Crowley that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Crowley and any other person pursuant to which Mr. Crowley was selected to serve as a director of the Board.
Mr. Crowley will receive the standard non-employee director compensation for his service on the Board as provided in the Company’s Second Amended and Restated Non-Employee Director Compensation Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with Mr. Crowley’s appointment to the Board, the Company entered into an Indemnification Agreement with Mr. Crowley (the “Indemnification Agreement”) pursuant to which the Company will be required to indemnify Mr. Crowley to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance his expenses incurred as a result of any proceeding against him to which he could be indemnified.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 19, 2026, the Company issued a press release announcing the appointment of Mr. Crowley to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information furnished with this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Numbers | | Description of Exhibits |
| 10.1 | | Second Amended and Restated ProPetro Holding Corp. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025). |
| 10.2 | | Form of Indemnification Agreement for Officers and Directors of ProPetro Holding Corp. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). |
| 99.1 | | Press Release dated October 19, 2026 |
| 104* | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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: October 19, 2026
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| PROPETRO HOLDING CORP. |
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| /s/ John J. Mitchell |
| John J. Mitchell |
| General Counsel and Corporate Secretary |
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ProPetro Appoints Kyle Crowley to Board of Directors
MIDLAND, Texas, October 19, 2026, (Business Wire) – ProPetro Holding Corp. (NYSE: PUMP) (“ProPetro” or the “Company”) today announced the appointment of Kyle Crowley to its Board of Directors (the “Board”) as an independent director, effective October 16, 2026. Mr. Crowley brings more than 30 years of experience in the power and energy industry, including over two decades at Exelon Corporation (NASDAQ: EXC), where he led corporate development, corporate finance, and generation, renewables, and transmission development for one of the largest electric utility holding companies in the United States.
Phillip Gobe, Chairman of the Board of ProPetro, commented, “We are pleased to welcome Kyle to our Board. He is a seasoned public company executive and director whose judgment, governance experience, and deep roots in the power industry will strengthen an already strong Board. We look forward to his contributions on behalf of our shareholders.”
Sam Sledge, Chief Executive Officer of ProPetro, added, “Kyle’s addition to the Board reflects where ProPetro is headed. As PROPWR scales into a larger part of our business, Kyle brings exactly the kind of experience we need. Over more than two decades at Exelon, he developed, acquired, and financed gigawatts of power generation and led some of the largest transactions in the industry. That background in power markets, capital allocation, and complex deal execution will be invaluable to our Board as we continue to grow PROPWR and create long-term value for our shareholders.”
Mr. Crowley commented, “I am honored to join ProPetro’s Board at such an exciting time for the Company. The demand for reliable, dispatchable power from data centers, industrial customers, and the energy value chain is unprecedented, and PROPWR is uniquely positioned to meet that demand with a modern, standardized fleet and a proven ability to execute at scale. I look forward to working with the Board and management team to help ProPetro capture this opportunity and create long-term value for shareholders.”
About Kyle Crowley
Mr. Crowley spent 21 years at Exelon Corporation, most recently serving as Senior Vice President, Corporate Finance and Development from October 2022 to June 2024, where he provided executive oversight of the Corporate Development, Corporate Financial Planning and Analysis, Treasury, and Insurance functions. From December 2010 to October 2022, he served as Senior Vice President and Chief Development Officer, leading all mergers, acquisitions, divestitures, joint ventures, and strategic transactions for the company, as well as generation, renewables, and electric transmission development. During his tenure, Mr. Crowley led more than 65 closed transactions with a total equity value of over $38 billion, including the acquisition of Pepco Holdings, the acquisition of Constellation Energy, and the 2022 spin-off of Constellation Energy Corporation (NASDAQ: CEG). Earlier in his career, he held investment banking roles at Lehman Brothers, J.P. Morgan & Co., and Houlihan Lokey.
Mr. Crowley currently serves as a member of the Board of Directors and strategic advisor to Cogentrix Energy, an independent power producer with 5.5 gigawatts of natural gas generation capacity across the PJM, ERCOT, and ISO New England markets, and as a director of ONE Nuclear (NASDAQ: ONEN), where he is a member of the Audit and Compensation Committees. He also serves as a director of Hennessy Capital Investment Corp. VIII (NASDAQ: HCIC) and as a board member for certain Bernhard Capital Partners portfolio companies, including as Chair of the Board of New Mexico Gas Company and as a director of Delta Gas Company and
Magnolia Gas Company. He previously served on the Board of Managers of Fullmark Energy, a battery energy storage developer.
Mr. Crowley holds a Master of Business Administration with concentrations in Finance and Accounting from the University of Chicago Booth School of Business and a Bachelor of Science in Finance from Indiana University.
About ProPetro
ProPetro Holding Corp. is a Midland, Texas based provider of premium completion services to upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. Through its PROPWR division, ProPetro also delivers reliable, adaptable power services through a modern, standardized fleet of gas-to-power solutions, serving data center, oil and gas, and industrial customers in the United States. ProPetro helps bring reliable energy to the world, enabling operational excellence and energy reliability for their customers. For more information, visit www.propetroservices.com.
Forward-Looking Statements
Except for historical information contained herein, the statements and information in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “confident,” “plan,” “project,” “budget,” “design,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “should,” “continue,” and other expressions that are predictions of, or indicate, future events and trends or that do not relate to historical matters generally identify forward‑looking statements. Our forward‑looking statements include, among other matters, statements about the supply of and demand for hydrocarbons, energy demand from data centers, including the associated demand for natural gas, industry trends and activity levels, our business strategy, projected financial results and future financial performance, including our ability to create long-term value for our shareholders, the ability to obtain capital and/or financing on attractive terms, expected fleet and other equipment utilization, the future performance of newly improved technology, expected capital expenditures, the impact of such expenditures on our performance and capital programs, and the anticipated growth prospects of PROPWR, including the demand for its services, types of customers and the ability to capture market share, secure additional long-term contracts and renew existing customer commitments, the ability to procure additional equipment, and timely receipt of such equipment and successful deployment. A forward‑looking statement may include a statement of the assumptions or bases underlying the forward‑looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable.
Although forward‑looking statements reflect our good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatility of oil prices, changes in the supply of and demand for power generation, the risks associated with the growth and scaling of our power-generation business, the global macroeconomic uncertainty related to increased hostilities in the Middle East region, including the war between Israel, Iran and the United States, the Russian-Ukraine war, and events in Venezuela, general economic conditions, including the impact of continued inflation,
central bank policy actions, the risk of a global recession, U.S. and global trade policy, including the imposition of tariffs and retaliatory measures, and other factors described in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission (the “SEC”). In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements and are urged to carefully review and consider the various disclosures made in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time that disclose risks and uncertainties that may affect the Company’s business. The forward-looking statements in this news release are made as of the date of this news release. ProPetro does not undertake, and expressly disclaims, any duty to publicly update these statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law.
Investor Contact:
Matt Augustine
Vice President, Finance and Investor Relations
matt.augustine@propetroservices.com
432-219-7620
