ProPetro Holding Corp. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure
On January 27, 2026, ProPetro Holding Corp. (the “Company”) announced the pricing of an underwritten public offering of 15,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”), at a price to the public of $10.00 per share, pursuant to a registration statement on Form S-3 (File No. 333-292170) (the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “Commission”) that became automatically effective upon filing on December 16, 2025, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the Commission on January 26, 2026. A copy of the press release announcing the pricing of the Offering (as defined below) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events
On January 26, 2026, the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 15,000,000 shares of Common Stock (the “Offering”) at the public offering price less underwriting discounts and commissions.
The material terms of the Offering are described in the prospectus supplement, dated January 26, 2026 (the “Prospectus”), to be filed by the Company with the Commission on or around January 28, 2026, pursuant to Rule 424(b) under the Securities Act.
As described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $141,875,000 and intends to use the net proceeds of the Offering (including any proceeds from the exercise of the underwriters’ option to purchase additional shares) for general corporate purposes, including to fund growth capital for additional power generation equipment.
Further, pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts, up to 2,250,000 additional shares of Common Stock (the “Option”) and has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of Goldman Sachs & Co. LLC, as representative of the Underwriters, subject to certain exceptions. On January 27, 2026, the Underwriters exercised the Option in full, resulting in additional expected net proceeds to the Company of approximately $21.4 million. The Option is expected to close on or about January 28, 2026.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| EXHIBIT | DESCRIPTION | |
| 1.1# | Underwriting Agreement, dated as of January 26, 2026, by and between ProPetro Holding Corp. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated January 27, 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 supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its 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: January 28, 2026 | ||
| By: | /s/ John J. Mitchell | |
| John J. Mitchell | ||
| General Counsel and Corporate Secretary | ||