As filed with the Securities and Exchange Commission
on December 16, 2025
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ProPetro Holding
Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
26-3685382 |
(State or Other Jurisdiction
of Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
| |
|
One Marienfeld Place
110 North Marienfeld Street, Suite 300
Midland, Texas |
79701 |
| (Address of Principal Executive Offices) |
(Zip Code) |
SECOND AMENDED AND RESTATED PROPETRO HOLDING
CORP.
2020 LONG TERM INCENTIVE PLAN
(Full title of the plan)
John J. Mitchell
General Counsel and Corporate Secretary
One Marienfeld Place
110 North Marienfeld Street, Suite 300
Midland, Texas 79701
(Name and address of agent for service)
(512)
220-1200
(Telephone number, including area code, of agent
for service)
Copies to:
Michael Telle
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer |
x |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
|
Smaller reporting company |
¨ |
| |
|
|
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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ¨
EXPLANATORY
NOTE
The ProPetro Holding Corp.
2020 Long Term Incentive Plan was adopted in 2020 (the “2020 LTIP”). At the Annual Meeting of Shareholders (the “2023
Annual Meeting”) of ProPetro Holding Corp., a Delaware corporation (the “Registrant”), held on May 11, 2023, the
Registrant’s shareholders approved an amendment and restatement of the 2020 LTIP (the “2023 Amendment and Restatement”)
in order to increase the number of shares of common stock, $0.001 par value per share (the “Common Stock”), available for
future grants to 8,050,000, and to extend the term of the plan to the tenth anniversary of the 2023 Annual Meeting. At the Annual Meeting
of Shareholders (the “2025 Annual Meeting”) of the Registrant, held on May 20, 2025, the Registrant’s shareholders
approved a second amendment and restatement of the 2020 LTIP (the “2025 Amendment and Restatement”) in order to increase the
number of shares of Common Stock, available for future grants to 10,520,000, and to extend the term of the plan to the tenth anniversary
of the 2025 Annual Meeting (as amended and restated, the “Plan”).
The Registrant is filing this
Registration Statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8
to register the offer and sale of an additional 2,717,000 shares of Common Stock that may be issued pursuant to the Plan, which are available
as a result of the 2025 Amendment and Restatement.
Except as otherwise set forth
below, the contents of the registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the
“Commission”) on November 5, 2020 (File No. 333-249864) and February 15, 2024 (File No. 333-277107), are
incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number |
Exhibit Description |
| |
|
| 4.1 |
Amended and Restated Certificate of Incorporation of ProPetro Holding Corp., dated as of June 19, 2019 (incorporated by reference herein to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated June 19, 2019). |
| |
|
| 4.2 |
Certificate of Designations of Series B Junior Participating Preferred Stock of the Registrant dated April 14, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 14, 2020). |
| |
|
| 4.3 |
Amended and Restated Bylaws of ProPetro Holding Corp. (incorporated by reference herein to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated June 19, 2019). |
| |
|
| 4.4 |
Second Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (incorporated by reference herein to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 27, 2025). |
| |
|
| 5.1* |
Opinion of Vinson & Elkins L.L.P. |
| |
|
| 23.1* |
Consent of RSM US LLP, an Independent Registered Public Accounting Firm. |
| |
|
| 23.2* |
Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm. |
| |
|
| 23.3* |
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement). |
| |
|
| 24.1* |
Power of Attorney (included in the signature page of this Registration Statement). |
| |
|
| 107.1* |
Calculation of Filing Fee Table. |
* Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Midland, Texas on December 16, 2025.
| |
PROPETRO HOLDING CORP. |
| |
|
| |
By: |
/s/ John J. Mitchell |
| |
Name: |
John J. Mitchell |
| |
Title: |
General Counsel and Corporate Secretary |
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below appoints John J. Mitchell as their true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the Registration Statement and any registration statement (including any amendment
thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file
the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on December 16,
2025.
| Signatures |
Title |
| |
|
| /s/ Samuel D. Sledge |
Chief Executive Officer and Director |
| Samuel D. Sledge |
(Principal Executive Officer) |
| |
|
| /s/ Caleb Weatherl |
Chief Financial Officer |
| Caleb Weatherl |
(Principal Financial Officer) |
| |
|
| /s/ Celina A. Davila |
Chief Accounting Officer |
| Celina A. Davila |
(Principal Accounting Officer) |
| |
|
| /s/ Phillip A. Gobe |
Chairman of the Board |
| Phillip A. Gobe |
|
| |
|
| /s/ Spencer D. Armour III |
Director |
| Spencer D. Armour III |
|
| |
|
| /s/ Mark S. Berg |
Director |
| Mark S. Berg |
|
| /s/ Anthony J. Best |
Director |
| Anthony J. Best |
|
| |
|
| /s/ G. Larry Lawrence |
Director |
| G. Larry Lawrence |
|
| |
|
| /s/ Mary P. Ricciardello |
Director |
| Mary P. Ricciardello |
|
| |
|
| /s/ Michele Vion |
Director |
| Michele Vion |
|
| |
|
| /s/ Alex Volkov |
Director |
| Alex Volkov |
|
