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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 1.01 Entry Into or Amendment of a
Material Definitive Agreement
Indenture
On May 7, 2026, ProPetro
Holding Corp. (the “Company”), issued $690 million aggregate principal amount of its 0.00% Convertible Senior
Notes due 2031 (the “Notes”), which included the exercise in full of the Initial Purchasers’ (as defined
below) option to purchase up to an additional $90 million principal amount of Notes. The Notes were issued pursuant to, and are governed
by, an indenture (the “Indenture”), dated as of May 7, 2026, between the Company and U.S. Bank Trust Company,
National Association, as trustee (the “Trustee”).
The Notes are the Company’s
senior, unsecured obligations and are (i) senior in right of payment to the Company’s indebtedness that is expressly subordinated
in right of payment to the Notes; (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so
subordinated; (iii) effectively junior to the Company’s secured indebtedness, to the extent of the value of the assets securing
that indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s
subsidiaries.
The Notes will not bear
regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on November 15, 2031, unless earlier
converted, redeemed or repurchased. Before August 15, 2031, noteholders will have the right to convert their Notes only in certain circumstances
and during specified periods. From and after August 15, 2031, noteholders may convert their Notes at any time at their election until
the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by
paying or delivering, as applicable, cash, shares of the Company’s common stock, par value $0.001 (the “Common Stock”),
or a combination of cash and the Company’s Common Stock, at its election. The initial conversion rate is 43.1616 shares of Common
Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $23.17 per share of Common
Stock and a premium of approximately 37.5% over the last reported sale price of $16.85 per share of the Company’s Common Stock
on the New York Stock Exchange on May 4, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence
of certain events.
The Notes are redeemable,
in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time,
on or after May 15, 2029 and prior to the 45th scheduled trading day immediately before the maturity date, at a cash redemption price
equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding,
the redemption date, but only if the last reported sale price per share of the Common Stock has been at least 130% of the conversion
price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date
on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading
day immediately preceding the date on which the Company provides notice of redemption. However, the Company may not redeem less than
all of the outstanding Notes unless at least $150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption
as of, and after giving effect to, delivery of the relevant notice of redemption. If a fundamental change (as defined in the Indenture)
occurs, then, subject to limited exceptions, noteholders may require the Company to repurchase the Notes at a cash repurchase price equal
to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding
any repurchase date. In addition, if the effective date of a “make-whole fundamental change” (as defined in the Indenture)
occurs prior to the maturity date of the Notes or if the Company gives a notice of redemption with respect to any or all of the Notes,
the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with
such make-whole fundamental change or convert its Notes called for redemption (or deemed called for redemption) in connection with such
notice of redemption, as the case may be.
The Notes have
customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the
following: (i) a default in any payment of interest on, or payment of principal of, the Notes when due and payable (which, in the
case of a default in the payment of special interest or additional interest on the Notes, will be subject to a 30-day cure period);
(ii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto,
if such default continues for five business days; (iii) the Company’s failure to send certain notices under the Indenture
within specified periods of time; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the
Company’s ability to consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of
the assets of the Company and its subsidiaries, taken as a whole, to another person (other than to one or more of the
Company’s direct or indirect wholly owned subsidiaries); (v) a default by the Company in its other obligations or agreements
under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the
Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed
money of at least $50 million; and (vii) certain events of bankruptcy, insolvency and reorganization with respect to the Company or
any of its significant subsidiaries.
If an Event of Default
involving bankruptcy, insolvency and reorganization with respect to the Company occurs, then the principal amount of, and all accrued
and unpaid interest, if any, on, all of the Notes then outstanding will immediately become due and payable without
any further action or notice by any person. If any other Event of Default occurs and is continuing, then the Trustee, by notice to the
Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the
Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes
then outstanding to become due and payable immediately. Notwithstanding anything to the contrary described above, the Company may elect
that the sole remedy for any Event of Default relating to certain failures by the Company to comply with certain reporting covenants
in the Indenture consists, for the first 365 days after the occurrence of such Event of Default, exclusively of the right of the noteholders
to receive special interest on the Notes. If the Company has made such an election, then on the 366th day after such Event of Default
(if such Event of Default is not cured or validly waived in accordance with the Indenture prior to such 366th day), such special interest
will cease to accrue and the Notes will be subject to acceleration. In the event the Company does not make such an election, or the Company
has made such election but does not pay the additional interest when due, the Notes will be immediately subject to acceleration.
The above description
of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing
the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is
qualified in its entirety by reference to the terms of the Indenture and the Note set forth in such exhibits.
Capped Call Transactions
On May 4, 2026, concurrently
with the pricing of the Notes, and on May 5, 2026, in connection with the exercise in full by the Initial Purchasers of their option
to purchase additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”)
with an affiliate of one of the Initial Purchasers and certain other financial institutions (the “Option Counterparties”).
The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes,
the number of shares of the Company’s Common Stock that initially underlie the Notes, and are expected generally to reduce potential
dilution to the Company’s Common Stock upon any conversion of Notes and/or offset any potential cash payments the Company is required
to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
The cap price of the Capped Call Transactions will initially be approximately $29.49 per share (subject to adjustment under the terms
of the Capped Call Transactions), which represents a premium of approximately 75.0% over the last reported sale price of $16.85 per share
of the Company’s Common Stock on May 4, 2026. The cost of the Capped Call Transactions was approximately $36.8 million.
The Capped Call Transactions
are separate transactions, each entered into between the Company and the applicable Option Counterparty, and are not part of the terms
of the Notes and will not change any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights
with respect to the Capped Call Transactions.
The above description
of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped Call Transactions
is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms
of the form of confirmation set forth in such exhibit.
Amended and Restated Credit Agreement
On
May 4, 2026, the Company entered into a fourth amendment (the “Amendment”) 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 4, 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 shall 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 shall accrue at either
0.375% or 0.25% per annum, based on average historic revolver outstandings.
The above description of the Amendment is a summary
and is not complete. A copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the above summary is qualified
in its entirety by reference to the terms of the Amendment set forth in such exhibit.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained
in Item 1.01 of this Current Report on Form 8-K relating to the Indenture under the heading “Indenture” and the Amendment
under the heading “Amended and Restated Credit Agreement” is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosure set forth
in Item 1.01 above under the caption “Indenture” is incorporated by reference into this Item 3.02. The Notes were issued
to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers
reasonably believe are qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any shares of the Company’s
Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as
involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 40,949,499 shares of the Company’s
Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 59.3471 shares of Common Stock
per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item
8.01 Other Events
On May 4, 2026, the Company
issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Purchase Agreement
On May 4, 2026, the Company
entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and Barclays
Capital Inc., as representatives of the several initial purchasers named therein (the “Initial Purchasers”),
in connection with the offering of the Notes (the “Notes Offering”).
The Notes were issued
and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act in reliance upon
Section 4(a)(2) of the Securities Act. The Initial Purchasers resold the Notes only to persons reasonably believed to be qualified institutional
buyers in accordance with Rule 144A under the Securities Act. The Notes have not been, and will not be, registered under the Securities
Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The
Notes Offering closed on May 7, 2026.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and
termination provisions. Additionally, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those
liabilities.
Item 9.01. Financial Statements and Exhibits
| EXHIBIT |
|
DESCRIPTION |
| 4.1 |
|
Indenture, dated as of May 7, 2026, between ProPetro Holding Corp. and U.S. Bank Trust Company, National Association, as trustee. |
| |
|
|
| 4.2 |
|
Form of 0.00% Convertible Senior Note due 2031 (included in Exhibit A to Exhibit 4.1). |
| |
|
|
| 10.1 |
|
Form of Capped Call Confirmation. |
| |
|
|
| 10.2* |
|
Amendment No. 4 to Amended and Restated Credit Agreement, dated May 4, 2026. |
| |
|
|
| 99.1 |
|
Press Release, dated May 4, 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 a supplemental copy of any omitted schedule or attachment to the Securities and Exchange
Commission upon 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: May 7, 2026 | | |
| | By: | /s/ John J. Mitchell |
| | | John J. Mitchell |
| | | General Counsel and Corporate Secretary |
Exhibit 99.1
ProPetro Holding Corp. Prices Upsized $600 Million
Convertible Senior Notes Offering
MIDLAND, Texas, May 4, 2026, (Business Wire) –
ProPetro Holding Corp. (NYSE: PUMP) (together with its subsidiaries, “ProPetro” or the “Company”) today announced
the pricing of its previously announced private offering of $600 million aggregate principal amount of 0.00% convertible senior notes
due 2031 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering
size of $500 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on May 7, 2026, subject
to customary closing conditions. ProPetro also granted 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 $90 million aggregate principal
amount of notes.
ProPetro estimates that the net proceeds from
the offering will be approximately $581.3 million (or approximately $668.6 million if the initial purchasers fully exercise their option
to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and ProPetro’s estimated
offering expenses. ProPetro intends to use approximately $32.0 million of the net proceeds 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. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on
November 15, 2031, unless earlier repurchased, redeemed or converted. Before August 15, 2031, noteholders will have the right to convert
their notes only upon the occurrence of certain events. From and after August 15, 2031, noteholders may convert their notes at any time
at their election until the close of business on the second scheduled trading day immediately before the maturity date. ProPetro will
settle conversions of notes by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares
of its common stock, par value $0.001 per share (“common stock”) at ProPetro’s election. The initial conversion rate
is 43.1616 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately
$23.17 per share of common stock. The initial conversion price represents a premium of approximately 37.5% over the last reported sale
price of $16.85 per share of ProPetro’s common stock on May 4, 2026. The conversion rate and conversion price will be subject to
adjustment upon the occurrence of certain events.
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 special
interest and additional interest, if any, to, but excluding, the redemption date.
If a “fundamental change” (as defined
in the indenture for the notes) occurs, 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 special interest
and additional interest, if any, to, but excluding, the applicable repurchase date.
In connection with the pricing of the notes, ProPetro
entered 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 will cover, subject to anti-dilution
adjustments substantially similar to those applicable to the notes, the number of shares of ProPetro’s common stock initially underlying
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 cap price of the capped call transactions
will initially be approximately $29.49 per share, which represents a premium of approximately 75.0% over the last reported sale price
of ProPetro’s common stock of $16.85 per share on May 4, 2026, and is subject to certain adjustments under the terms of the capped
call transactions.
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
