[8-K] ProPetro Holding Corp. Reports Material Event

Rhea-AI Filing Summary

ProPetro Holding Corp. updated its 2020 Long Term Incentive Plan after shareholder approval at the 2026 annual meeting. The amended plan increases the share pool for equity awards by 3,540,000 shares of common stock, raising total shares available from 10,520,000 to 14,060,000 and extending the plan term to the tenth anniversary of the 2026 meeting.

The plan continues to allow a wide range of stock-based and cash awards for employees, non-employee directors, and other service providers, while keeping a $500,000 annual compensation cap per non-employee director. Stockholders also elected eight directors, approved executive compensation on an advisory basis, and ratified RSM US LLP as auditor for 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

LTIP share increase: 3,540,000 shares Prior LTIP pool: 10,520,000 shares New LTIP pool: 14,060,000 shares +4 more

7 metrics

LTIP share increase 3,540,000 shares Additional shares added to 2020 Long Term Incentive Plan

Prior LTIP pool 10,520,000 shares Shares available under predecessor 2020 Long Term Incentive Plan

New LTIP pool 14,060,000 shares Total shares available under Third Amended and Restated 2020 LTIP

Director pay cap $500,000 per year Maximum annual compensation per non-employee director under the plan

Say-on-pay votes for 101,804,092 votes Advisory approval of named executive officer compensation

Incentive plan approval votes for 100,353,756 votes Shareholder approval of Third Amended and Restated 2020 LTIP

Auditor ratification votes for 108,512,857 votes Ratification of RSM US LLP as 2026 auditor

Key Terms

Long Term Incentive Plan, incentive stock options, restricted stock units, broker non-votes, +1 more

5 terms

Long Term Incentive Plan financial

"the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

incentive stock options financial

"provides for potential grants of: (i) incentive stock options qualified as such"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

restricted stock units financial

"provides for potential grants of: (v) restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker non-votes regulatory

"FOR | | WITHHOLD | | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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 19, 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, TX		79701
(Address of principal executive office)		(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, the Board of Directors of ProPetro Holding Corp. (the “Company”) approved, subject to stockholder approval, the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “A&R LTIP”). As further described below in Item 5.07, the Company’s stockholders approved the A&R LTIP at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2026. As a result, the A&R LTIP became effective on May 19, 2026.

The A&R LTIP increases the number of shares of common stock available for issuance thereunder by 3,540,000, from 10,520,000 to 14,060,000, subject to the share recycling and adjustment provisions of the A&R LTIP. All 14,060,000 shares will be available for issuance upon the exercise of incentive stock options. The A&R LTIP also extends the term of the plan to the tenth anniversary of the Annual Meeting.

Consistent with the predecessor plan, the A&R LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”), (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) awards of vested stock, (vii) dividend equivalents, (viii) other stock-based or cash awards, and (ix) substitute awards. Employees, non-employee directors, and other service providers of the Company and its affiliates are eligible to receive awards under the A&R LTIP. Consistent with the predecessor plan, the A&R LTIP provides that, subject to certain exceptions, in a single calendar year, a non-employee director may not be paid compensation, whether denominated in cash or awards, for such individual’s service on the Board in excess of $500,000.

The material terms of the A&R LTIP are described in more detail in the section entitled “Proposal 3: Approval of The Third Amended and Restated 2020 Long Term Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on April 8, 2026 and is incorporated by reference herein (the “Proxy Statement”).

The foregoing description of the A&R LTIP is qualified in its entirety by reference to the A&R LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, on May 19, 2026, the Company’s stockholders elected each of the Company’s eight director nominees to serve until the Company’s 2027 Annual Meeting of Stockholders. Further, the Company’s stockholders approved on an advisory basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The Company’s stockholders also approved the A&R LTIP and the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 – Election of eight director nominees to serve for a one-year term.

NOMINEES		FOR		WITHHOLD		BROKER NON-VOTES
Phillip A. Gobe		101,385,863		2,357,907		5,178,770
Samuel D. Sledge		102,659,459		1,084,311		5,178,770
Mark S. Berg		87,173,176		16,570,594		5,178,770
Anthony J. Best		100,956,242		2,787,528		5,178,770
G. Larry Lawrence		102,249,933		1,493,837		5,178,770
Mary P. Ricciardello		103,149,416		594,354		5,178,770
Michele Vion		101,751,929		1,991,841		5,178,770
Alex V. Volkov		94,348,357		9,395,413		5,178,770

Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
101,804,092		1,425,578		514,096		5,178,774

2

Proposal 3 – Approval of the Third Amended and Restated 2020 Long-Term Incentive Plan.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
100,353,756		2,874,263		515,748		5,178,773

Proposal 4 – Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR		AGAINST		ABSTAIN
108,512,857		37,747		371,936

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits

10.1#	Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Compensatory plan, contract or arrangement.

3

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 22, 2026
	By:	/s/ John J. Mitchell
		John J. Mitchell
		General Counsel and Corporate Secretary

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 146.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB