DEF 14A of ProPetro Holding Corp., Apr 8, 2026

DEF 14A of ProPetro Holding Corp.

Filed Apr 8, 2026 · FY20250001104659-26-040891

Open on EDGAR

  1. SAMUEL D. SLEDGE

    | 50 | 2025 OPTION EXERCISES AND STOCK VESTED | | 51 | PENSION BENEFITS | | 51 | NONQUALIFIED DEFERRED COMPENSATION | | 51 | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | 57 | Pay versus Performance | | 59 | NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE | | 60 | CEO Pay Ratio | | 61 | Proposal 3—Approval of the Third Amended and Restated 2020 Long Term Incentive Plan | | 61 | Background and Purpose of the Proposal | | 63 | Summary of the Third A&R LTIP | | 67 | Federal Income Tax Consequences | | 68 | Tax Consequences to Participants | | 70 | New Plan Benefits | | 70 | Equity Compensation Plan Information | | 71 | Consequences of Failing to Approve the Proposal | | 72 | AUDIT MATTERS | | 72 | Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm | | 73 | Auditor Fees for Fiscal Years 2025 and 2024 | | 73 | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm | | 73 | Report of the Audit Committee | | 75 | STOCK OWNERSHIP INFORMATION | | 75 | Security Ownership of Certain Beneficial Owners and Management | | 77 | ADDITIONAL INFORMATION | | 77 | Information about the Annual Meeting and Voting | | 82 | Information about Stockholder Proposals | | 82 | Annual Report on Form 10-K | | 83 | Other Matters |

  2. Director Nominees

    Director Nominees The Board of Directors (the “Board”) has nominated the eight director nominees shown below for a one-year term. Mr. Spencer D. Armour, currently a director of the Company, having expressed his preference not to be renominated to the Board, will retire from the Board effective at the expiration of his term as of the conclusion of the Annual Meeting and has not been nominated for a new term. The Board expresses its sincere appreciation to Mr. Armour for his dedicated service and valuable contributions to the Company during his tenure.

  3. Director Nominees

    | | | | | | Committee Memberships | | | | Nominees | | Independent | Age | Director Since | Audit | Compensation | Nominating & Corporate Governance | | | Mark S. Berg | | 67 | 2019 | | | | | | Anthony J. Best | | 76 | 2018 | | | | | | Phillip A. Gobe | | 73 | 2019 | | | |

  4. Director Nominees

    | | | | | | Committee Memberships | | | | Nominees | | Independent | Age | Director Since | Audit | Compensation | Nominating & Corporate Governance | | | G. Larry Lawrence | | 74 | 2020 | * | | | | | Samuel D. Sledge | | 39 | 2021 | | | | | | Mary P. Ricciardello | | 70 | 2023 | * | | | | | Michele Vion | | 66 | 2020 | | | | | | Alex V. Volkov | | 53 | 2024 | | | | | | Meetings in 2025 | | | Board 12 | 8 | 5 | 4 |

  5. Director Nominees

    | | Committee Chair | | Committee Member | | Chairman of the Board | | * Audit Committee financial expert | | | | | |

  6. Nominees

    Nominees All of the current members of the Board being nominated for reelection at the 2026 annual meeting are listed in the following table, and certain information concerning those directors follows the table:

  7. Nominees

    | | | | | ProPetro Board Committees | | | | | Age | Director since | Independent | Audit | Compensation | Nominating & Corporate Governance | | Phillip A. Gobe(1) | 73 | 2019 | | | | | | Samuel D. Sledge(2) | 39 | 2021 | | | | | | Mark S. Berg | 67 | 2019 | | | | | | Anthony J. Best | 76 | 2018 | | | | | | G. Larry Lawrence | 74 | 2020 | | * | | | | Mary P. Ricciardello | 70 | 2023 | | * | | | | Michele Vion | 66 | 2020 | | | | | | Alex V. Volkov | 53 | 2024 | | | | | | Number of Meetings in 2025 | | Board 12 | | 8 | 5 | 4 |

  8. Nominees

    | Committee Chair | Committee Member |

  9. Nominees

    * Audit Committee financial expert (1) Chairman of the Board (2) Chief Executive Officer

  10. Nominees

    | PHILLIP A. GOBE | Phillip A. Gobe began serving as our Chairman of the Board in July of 2019 and as Executive Chairman in October 2019. Mr. Gobe was appointed as our Chief Executive Officer on March 13, 2020 and served in that role until August 31, 2021, at which point he was re-appointed as Executive Chairman. Mr. Gobe stepped down as Executive Chairman on March 31, 2022, and continues serving the Company as Chairman of the Board. Mr. Gobe served as a director of Pioneer from July 2014 until Pioneer’s merger with ExxonMobil in May 2024. Mr. Gobe previously served as Chairman of the Board for Pantheon Resources PLC until his June 2023 retirement. He also previously served as a director of Scientific Drilling International and Pioneer Southwest Energy Partners L.P. Mr. Gobe joined Energy Partners, Ltd. as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004. Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company (“ARCO”) and its subsidiaries. Mr. Gobe has a Bachelor of Arts degree from The University of Texas and a Master of Business Administration degree from the University of Louisiana in Lafayette. Mr. Gobe’s extensive experience in the energy industry, including service as a director to public corporations in the industry, makes him well suited to serve as Chairman of the Board. | | AGE 73 CHAIRMAN OF THE BOARD DIRECTOR AND CHAIRMAN OF THE BOARD since July 2019 INDEPENDENT DIRECTOR since May 2025 | |

  11. Nominees

    | SAMUEL D. SLEDGE | Samuel D. Sledge has served as our Chief Executive Officer and as a member of our Board since August 31, 2021. Mr. Sledge previously served as the Company’s President from April 2021 to August 2021, and prior to that, he served as Chief Strategy and Administrative Officer beginning in March 2020. Mr. Sledge has significant experience with ProPetro having joined the Company in 2011. Mr. Sledge has served in various capacities throughout his tenure such as a Frac Technical Specialist and Technical Operations Manager where his duties included quality control, planning and logistics, and the development of the engineering program. Mr. Sledge has also served as ProPetro’s Vice President of Finance, Corporate Development, and Investor Relations where his responsibilities included financial planning and analysis, strategic initiatives, and investor relations. Mr. Sledge also serves on the Board of the Energy Workforce and Technology Council (“EWTC”), an industry association for energy service companies and currently serves as the Chair of the EWTC Board. Mr. Sledge received a Bachelor of Business Administration and a Master of Business Administration from Baylor University. We believe Mr. Sledge’s experience in the energy industry and his significant experience in management roles at the Company make him well suited to serve as a director. | | AGE 39 CEO AND DIRECTOR since August 2021 | |

  12. Nominees

    | MARK S. BERG | Mark S. Berg has served as a member of our Board since February 2019. Mr. Berg is a senior energy industry executive with extensive commercial and operational experience, including leadership of strategic planning, business development, land, water management, completion and well services, environmental, sustainability, legal, government relations and communications. During his 20-year career with Pioneer, then an NYSE-listed independent oil and gas exploration and production company, first as Executive Vice President & General Counsel from 2005 to 2014 and then as Executive Vice President, Corporate Operations from 2014 until its merger with ExxonMobil in 2024, he played a key role in transforming the company into a major U.S. shale resource developer. He led the negotiating team for the $65 billion merger with ExxonMobil as well as multiple multibillion-dollar mergers, global divestitures, and cross-border joint ventures. Prior to joining Pioneer, Mr. Berg served from 2002 to 2004 as Senior Vice President, General Counsel & Secretary of Hanover Compressor Company, then an NYSE-listed company specializing in natural gas compression and processing, where he instituted disciplined internal controls, resolved a U.S. Securities and Exchange Commission (“SEC”) investigation, and settled securities class action litigation. From 1997 to 2002 he served as Executive Vice President & General Counsel of American General Corporation, a Fortune 200 diversified financial services company, and oversaw its $27 billion merger with American International Group. Mr. Berg began his career with the Houston-based law firm Vinson & Elkins L.L.P. and served as a partner from 1990 through 1997, focused on mergers, acquisitions and international project development. From 2018 to 2020, he served on the board of directors of HighPoint Resources, an exploration and production company then listed on the NYSE. Mr. Berg currently serves as the Chairman of the Board of Crystal Clearwater Resources, a leading wastewater solutions company. Mr. Berg also serves on the boards of Oncor Electric Delivery Holdings Company LLC and Oncor Electric Delivery Company LLC, a regulated electricity transmission and distribution company. Additionally, Mr. Berg serves as the founding Vice Chairman of the Permian Strategic Partnership, a coalition of Permian Basin energy companies and higher education institutions focused on supporting public education, healthcare, road safety and workforce development in the Permian Basin region. Mr. Berg earned a Bachelor of Arts degree in Public Policy from Tulane University and a Juris Doctor from the University of Texas. We believe that Mr. Berg’s vast leadership experience in the energy industry and his experience serving on other public and private company boards make him well suited to serve as a director. | | AGE 67 DIRECTOR since February 2019 INDEPENDENT DIRECTOR since May 2024 Mr. Berg was initially appointed to the Board by Pioneer pursuant to the Investor Rights Agreement. COMMITTEES • Nominating and Corporate Governance (Chair) • Compensation | |

  13. Nominees

    | ANTHONY J. BEST | Anthony J. Best has served as a member of our Board since January 2018 and served as Lead Independent Director from October 2019 through August 2025. Mr. Best has over 40 years of experience in the energy industry. Mr. Best retired as the Chairman of the board of Newpark Resources in May 2023. He was previously a director with Quantum Energy Partners’ (“Quantum”) portfolio companies, ExL Petroleum and Middle Fork Energy Partners, and also served as Senior Advisor for Quantum. Prior to joining Quantum, Mr. Best served in various roles with SM Energy Company, an oil and gas exploration company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015. From 2003 to 2005, Mr. Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal development and exploration company. From 2000 to 2003, Mr. Best served as an independent consultant offering leadership and oil and gas consultation to energy companies and volunteer organizations, and from 1979 through 2000, Mr. Best served in various roles of increasing responsibility at ARCO, culminating in the position of President, ARCO Latin America. Mr. Best holds a Master of Science in Engineering Management degree from the University of Alaska and a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. Prior to beginning his business career, Mr. Best served five years as an engineering officer in the United States Air Force. We believe that Mr. Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director. | | AGE 76 INDEPENDENT DIRECTOR since January 2018 COMMITTEES • Audit (Chair) • Compensation | |

  14. Nominees

    | G. LARRY LAWRENCE | G. Larry Lawrence was appointed to our Board in December 2020. Mr. Lawrence previously served as Audit Committee Chair of Legacy Reserves, LP’s Board of Directors, a role he held from 2006 to 2019. From January 2021 until June 2021, Mr. Lawrence served as the interim Chief Financial Officer of Natural Gas Services Group, a natural gas compression equipment provider, where he previously served as Chief Financial Officer for nine years. Prior to Natural Gas Services Group, Mr. Lawrence served as Chief Financial Officer for Lynx Operating Co. Inc., an oil and gas exploration company, for three years and as Chief Financial Officer for Pure Resources, Inc., an oil and gas E&P company, for two years. He has also held finance and management consulting positions for Parson Group, ARCO and Crescent Consulting. Mr. Lawrence earned his bachelor’s degree with an accounting major from Dillard University in New Orleans. We believe that Mr. Lawrence’s broad experience in the energy industry, including his service as a director and executive officer with various companies, makes him well suited to serve as a director. | | AGE 74 INDEPENDENT DIRECTOR since December 2020 COMMITTEES • Audit | |

  15. Nominees

    | MARY P. RICCIARDELLO | Mary P. Ricciardello has served as a member of our Board since January 2023. Ms. Ricciardello currently serves as a director, Audit Committee member and Corporate Governance, Nominating and Sustainability Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy from 2008 to 2021, Noble Corporation from 2003 to 2020, EnLink Midstream from 2014 to 2018, Midstates Petroleum from 2010 to 2013 and U.S. Concrete from 2003 to 2010. Beginning in 1982, Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy Inc. (“Reliant”) and its predecessor, Houston Lighting & Power Company, an electricity generation and retail services company, where she held several roles of increasing responsibility in the financial services and treasury functions. In 1996, Ms. Ricciardello was appointed as Reliant’s Vice President and Comptroller and she served as its Senior Vice President and Chief Accounting Officer from 1999 until her retirement in 2002. Ms. Ricciardello earned a Bachelor of Science degree in Business Administration from the University of South Dakota and an MBA from the University of Houston. She is also a Texas licensed Certified Public Accountant and earned a CERT Certificate in Cybersecurity from Carnegie Mellon University. We believe that Ms. Ricciardello is well suited to serve as a director based on her accounting and financial expertise and public company board and committee experience. | | AGE 70 INDEPENDENT DIRECTOR since January 2023 COMMITTEES • Audit • Compensation | |

  16. Nominees

    | MICHELE VION | Michele Vion has served as a member of our Board since February 2020. Ms. Vion previously served as Vice President, Human Resources at HighPoint Resources Corporation, a successor to the Bill Barrett Corporation, an oil and gas E&P company, from August 2010 to September 2019. Ms. Vion was previously employed at Level 3 Communications, Inc., an international communications company, starting in 2006 and ultimately as Group Vice President of Human Resources up to January 2010. Ms. Vion also previously served as Vice President of Human Resources for Sun Microsystems, Inc., a computer networking company, for seven years. She also previously held senior human resource and client account management positions at Prudential Financial, Inc., an insurance and investment management company and JP Morgan, a global financial services firm. Prior to joining JP Morgan, Ms. Vion served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms. Vion previously served as Compensation Committee Chair and as a member of the Audit Committee of Boingo Wireless, Inc.’s Board of Directors, roles she held from 2018 until Boingo’s acquisition by Digital Colony Management, LLC in June 2021. Ms. Vion also served on the board and as Chair of the Compensation Committee and as member of the Audit Committee and Nominating and Corporate Governance Committee of Callidus Software Inc., a publicly-traded, cloud-based software company, from 2005 to 2016. Currently, Ms. Vion serves as the Chief Human Resources Officer for Stored Energy Systems, a privately held company. Ms. Vion holds a Bachelor of Arts in East Asian Studies and Economics from Wesleyan University, has attended Stanford University’s Director’s College, and participated in the Financial Times’ Director Exchange. We believe that Ms. Vion is well suited to serve as a director based on her executive leadership experience in human resources and accounting and public company board and committee experience. | | AGE 66 INDEPENDENT DIRECTOR since February 2020 COMMITTEES • Compensation (Chair) • Nominating and Corporate Governance | |

  17. Nominees

    | ALEX V. VOLKOV | Alex V. Volkov has served as a member of our Board since May 2024. Mr. Volkov has almost three decades of experience in various roles within ExxonMobil. Since 1997, Mr. Volkov has navigated through diverse assignments spanning marketing, business development, supply chain logistics, and strategy development. His international experience includes serving as Vice President of Exxon Neftegas Limited in Moscow, overseeing commercial activities in Russia, and later moving to the United Kingdom to lead international natural gas marketing and trading efforts. In 2019, Mr. Volkov transitioned to Houston as Vice President, Global LNG Marketing, overseeing ExxonMobil’s LNG portfolio globally, a position he held until 2021. Between 2021 and 2023, he held positions as Vice President, Commercial & Power and then as Vice President, Strategy and Business Development, culminating in his current role the Vice President of Commercial & Integration overseeing unconventional business development, land management, and midstream infrastructure activities. Mr. Volkov is a graduate of the University of Nizhni Novgorod, Russia, and holds a Master of Business Administration from the University of Alabama. We believe Mr. Volkov’s broad experience in the energy industry, including various roles at ExxonMobil leading business development and strategy functions, makes him well suited to serve as a director. | | AGE 53 INDEPENDENT DIRECTOR since May 2024 Mr. Volkov was appointed to the Board by Pioneer pursuant to the Investor Rights Agreement. COMMITTEES • Nominating and Corporate Governance | |

  18. Director Compensation

    Director Compensation Our Third Amended and Restated ProPetro Holding Corp. Non-Employee Director Compensation Policy (the “Director Compensation Policy”) provides that each eligible non-employee director receives the following annually: The following changes were made to the Director Compensation Policy, effective July 1, 2025, to better align director compensation with peer and broader market practices: (i) the annual cash retainer for service on the Board was increased from $90,000 to $100,000, (ii) the additional annual retainer payable to the Chairperson of the Board was increased from $50,000 to $75,000, and (iii) the additional annual retainer payable to the Chairperson of the Audit Committee was increased from $20,000 to $25,000. Further, beginning in 2026, a Non-Employee Director serving as Chairperson of the Board who is otherwise eligible for an Annual Award will now also receive an additional grant of restricted stock units (“RSUs”) with an aggregate fair value of $35,000 on the date of grant. All equity retainers consist of awards of RSUs that will vest in full on the earliest to occur of: (i) the first anniversary of the grant date, (ii) the day immediately preceding the first annual meeting of stockholders following the grant date, and (iii) the occurrence of a Change in Control, subject, in each case, to continuous service through the applicable vesting date. The portion of the annual equity retainer that would have vested in the year following a non-employee director’s separation from service due to his or her death or disability will vest upon such separation from service. All annual retainers are pro-rated based on days of service for non-employee directors who join the Board during the applicable calendar year. The members of the Board are also entitled to reimbursement of expenses incurred in connection with attendance at Board and committee meetings in accordance with Company policy. The following table summarizes the compensation paid for services provided by our non-employee directors during 2025.

  19. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Spencer D. Armour III | 95,000 | 154,996 | 249,996 | | Mark S. Berg(4) | 104,190 | 154,996 | 259,186 | | Anthony J. Best(5) | 129,946 | 154,996 | 284,942 | | Phillip A. Gobe | 157,500 | 154,996 | 312,496 | | G. Larry Lawrence | 95,000 | 154,996 | 249,996 | | Jack B. Moore | 40,673 | ― | 40,673 | | Mary P. Ricciardello | 95,000 | 154,996 | 249,996 | | Michele Vion | 110,000 | 154,996 | 264,996 | | Alex V. Volkov(6) | ― | ― | ― |

  20. Director Compensation

    (1) Reflects annual cash retainer payments made pursuant to the Director Compensation Policy. (2) Reflects the grant date fair value of RSU awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). For information regarding assumptions underlying the valuation of equity awards, see Note 14 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K. (3) The following table sets forth the aggregate number of outstanding stock awards held by each of our non-employee directors on December 31, 2025. With the exception of Mr. Sledge, who held 21,750 stock options as of December 31, 2025, none of our directors held stock options as of December 31, 2025.

  21. Director Compensation

    | Name | Aggregate Number of Stock Awards (#) | | Spencer D. Armour III | 28,181 | | Mark S. Berg | 28,181 | | Anthony J. Best | 28,181 | | Phillip A. Gobe | 28,181 | | G. Larry Lawrence | 28,181 | | Jack B. Moore(a) | ― | | Mary P. Ricciardello | 28,181 | | Michele Vion | 28,181 | | Alex V. Volkov(b) | ― |

  22. Director Compensation

    (a) Mr. Moore’s term as a director concluded on the date of the 2025 annual meeting. As a result, he did not receive an equity grant during 2025. (b) Mr. Volkov has elected not to be compensated for his service as a director. (4) Mr. Berg’s cash compensation includes a pro-rata portion of the annual retainer payable to the Chairperson of the Nominating and Corporate Governance Committee for his partial year of service in such role. (5) Mr. Best’s cash compensation includes a pro-rata portion of the annual retainer payable to the Lead Independent Director for his partial year of service in such role. Mr. Volkov has elected not to be compensated for his service as a director.

  23. CD&A Contents

    | 34 | III. ELEMENTS OF COMPENSATION AND 2025 DECISIONS IN DETAIL | | 35 | Base Salary | | 35 | Annual Cash Incentive Awards | | 39 | Long Term Incentive Awards | | 41 | Employee Benefits, Perquisites, and Special Payments | | 42 | IV. OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES | | 42 | Executive Severance Plan | | 42 | Employee Compensation Claw-Back Policy | | 43 | Executive Stock Ownership Policy | | 43 | No Tax Gross-Ups | | 43 | Regulatory Considerations | | 44 | Compensation Risk Assessment |

  24. Significant PROPWRSM Growth, Strong Operational Performance, and Strategic Capital Management

    Significant PROPWRSM Growth, Strong Operational Performance, and Strategic Capital Management 2025 was a transformational year for ProPetro where Company’s PROPWRSM business saw significant growth and commercial development. Throughout 2025, PROPWRSM gained momentum, securing contracts with multiple customers and deploying its first power generation assets into the field. In October, it announced its first data center contract, a turning point in winning business outside the oil and gas service space. By year end, total delivered and on-order generation capacity had was approximately 550 megawatts, with approximately 230 megawatts committed to customer contracts. Additionally, despite a challenging completions market environment characterized by lower activity across the North American oilfield services industry, pricing pressure, and continued customer consolidation and capital discipline, the Company delivered resilient operational performance and maintained strong market share. Our completions businesses continued to perform reliably for customers across the Permian Basin, supported by disciplined cost management, fleet rationalization, and a continued emphasis on operational excellence and safety. To support our operations and the planned growth of our PROPWRSM business, the Company pursued a disciplined capital sourcing and allocation strategy throughout 2025. We actively managed the capital requirements of our completions business, while investing aggressively to support PROPWRSM development. This approach was bolstered by our achievement of dedicated financing arrangements, that ensure available funding for PROPWR equipment purchases. The Compensation Committee’s approach for 2025 was designed to incentivize continued effective financial performance and capital allocation, while focusing on the growth of the Company’s PROPWRSM business and driving an emphasis on working safely. At the same time, the Committee recognized the anticipated market conditions for the Company’s services and further increased the Company’s use of quantitative performance metrics when compared to the 2024 plan. Through this approach, the Compensation Committee established metrics for the Amended and Restated ProPetro Holding Corp. Executive Incentive Bonus Plan (the “Annual Bonus Plan”) that retained the Company’s traditional focus on the financial metrics of Adjusted EBITDA and free cash flow (“FCF”) for the Company’s completions businesses, highlighted the need for commercial growth and securing customer contracts in the Company’s PROPWRSM business and added a new safety metric to recognize the emphasis on working safely. The Company’s performance under the Annual Bonus Plan with respect to Adjusted EBITDA was below target, reflecting the challenging market conditions for the Company’s completions services. Although the Company missed its target for Adjusted EBITDA, through its proactive capital management approach, the Company significantly outperformed the goal set for its FCF metric, achieving the maximum level of performance for that metric. The Company’s performance on the PROPWRSM commercial development metric also saw performance at the maximum level, reflecting outstanding execution to capture customer commitments for the Company’s new service line. Performance on the safety metrics fell below expectations with the Company missing the threshold on each metric, resulting in no payout credit. The definitions of Adjusted EBITDA and FCF and other details regarding the use of these and other metrics in the Annual Bonus Plan can be found in Section III under the discussion of Annual Cash Incentive Awards in the description of Performance Measures and Payout Results beginning on page 35 below.

  25. Other NEOs Average(1)

    Other NEOs Average(1) The RSU and performance share unit (“PSU”) amounts shown reflect the aggregate grant date fair value of 2025 awards, calculated in accordance with FASB ASC Topic 718. These awards are granted annually as part of our long-term incentive program, which currently targets a 50/50 mix of RSUs and PSUs. The values reported here may differ from how the Compensation Committee assesses award value at the time of grant. Annual Incentive Bonus amounts represent the target annual award opportunity for each executive. “Other NEOs Average” includes Caleb L. Weatherl (with his base salary annualized) but excludes other individuals who served as Chief Financial Officer or Principal Financial Officer during 2025 (David S. Schorlemer and Celina A. Davila).

  26. Compensation Policies and Practices

    | What We Do | What We Don’t Do | | At least 50% of Long Term Incentive Awards are performance-based for Named Executive Officers Use a mix of absolute and relative financial performance metrics (including relative total shareholder return (“TSR”)) in our incentive plans to avoid duplication of incentives across short- and long-term programs Use safety metrics in our Annual Bonus Plan Claw-back Policy Independent compensation consultant Independent Compensation Committee reviews and approves the compensation of our Named Executive Officers Annual Say-on-Pay vote Annual Compensation Committee assessment of compensation practices to eliminate any excessive risk Significant stock ownership requirements | Single-trigger change in control payments Tax gross-ups on severance or equity compensation Repricing of stock options Backdating of stock options Employment agreements with executive officers Derivative or hedging transactions or pledging of our securities by directors and executive officers |

  27. Philosophy and Guiding Principles of Our Compensation Program

    | 2 | Align Interests of Executives and Stockholders | Compensation for our Named Executive Officers should align their interests with those of our stockholders. A substantial portion of pay is variable and “at risk,” including annual bonuses tied to performance goals and long-term equity awards (time-vested RSUs and PSUs). Our Stock Ownership Guidelines also require each Named Executive Officer to retain significant ownership in the Company’s common stock such that they are invested in our success over the long term along with our stockholders. |

  28. Philosophy and Guiding Principles of Our Compensation Program

    | 4 | Industry Competitive | With support from an independent compensation consultant, we both monitor market practices among companies competing for executive talent to remain competitive in pay levels and design and regularly evaluate our peer group as our business and strategy evolve. |

  29. THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT In 2025, Pearl Meyer served as independent consultant, advising on program design and implementation, regulatory changes, proxy advisor policies, compensation risks, market and peer data, and trends. Pearl Meyer reports exclusively to the Compensation Committee and does not provide services to management. The Compensation Committee has the discretion to allow Pearl Meyer to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration, and in 2025, management worked with Pearl Meyer to provide information and otherwise support the development of materials and recommendations for the Compensation Committee’s consideration. After taking into consideration the factors listed in Section 303A.05(c)(iv) of the “NYSE” Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Pearl Meyer and that Pearl Meyer was independent from management. Other than Pearl Meyer, no other compensation consultants provided services to the Compensation Committee during 2025.

  30. Use of Peer Compensation Data

    Use of Peer Compensation Data The Company competes with business entities across multiple industries for top executive-level talent. To this end, the Compensation Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program and Named Executive Officer pay opportunities remain appropriately competitive. As part of its evaluation, the Compensation Committee works with its independent consultant to validate that the companies included in its peer group are as comparable as possible to the Company in terms of operations, revenue, market capitalization, and geographic location. The 2025 peer group for target compensation levels was determined by the Compensation Committee based on an in-depth review from its independent compensation consultant. This review included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution, as well as an examination of the broader marketplace. Following such review and with input and support from the Company’s management, Pearl Meyer recommended, and the Compensation Committee agreed, that the peer group for use in setting the 2025 target compensation levels for the Named Executive Officers would be as detailed below (such companies, the “2025 Compensation Peer Group”):

  31. Use of Peer Compensation Data

    Additionally, when determining the peer group for that would be appropriate to use for evaluating TSR performance for the PSUs granted in 2025, which occurred after setting the 2025 target compensation levels for the Named Executive Officers, the Compensation Committee elected to remove ChampionX Corporation and U.S. Silica Holdings, Inc. from the peer group used for such purpose. ChampionX Corporation was removed from the peer group because it was acquired by SLB N.V. (SLB Limited) in a transaction announced in 2024 and completed after PSUs were granted in 2025. U.S. Silica Holdings, Inc. was also removed from the peer group because it ceased to be publicly traded when it was acquired by affiliates of Apollo Global Management Inc. in a take-private transaction in 2024. As a result, for evaluating TSR performance for the PSUs granted in 2025, the Company used the 2025 peer group detailed below (such companies, the “2025 Performance Peer Group”):

  32. Use of Peer Compensation Data

    | | | Element | Purpose | Changes for 2025 | | ◄ FIXED ► | Short- Term | BASE SALARY | • Provides consistent pay that is sufficient to attract and retain executives with the appropriate skills and experience for their positions | • Immaterial cost of living adjustments for most Named Executive Officers; additional increases to align with market for Messrs. Sledge and Mitchell. | | ◄ AT RISK ► | | ANNUAL CASH INCENTIVE BONUS | • Motivates and rewards the achievement of our annual individual and operational performance goals • 90% was based on the achievement of quantitative performance goals utilizing financial, commercial and sustainability and safety metrics, and 10% was based upon a qualitative analysis of individual performance for the fiscal year | • Increased emphasis on quantitative metrics (from 80% in 2024 to 90% in 2025), addition of a second safety metric and addition of a PROPWR committed megawatts metric. | | | Long- Term | LONG-TERM INCENTIVE AWARDS | • Drives performance and supports retention, while aligning the interests of our Named Executive Officers with those of our stockholders • Generally, 50% PSUs that vest, if earned, following the completion of a three-year performance period, in each case subject to continued employment, and 50% RSUs that vest equally on each of the first three anniversaries of grant | • No material changes |

  33. Annual Cash Incentive Awards

    Annual Cash Incentive Awards The Annual Bonus Plan governs cash incentive awards made each year to our Named Executive Officers. Awards under the Annual Bonus Plan are tied to the achievement of performance goals, which may be based on qualitative or quantitative measures, or both, as determined by the Compensation Committee.

  34. PERFORMANCE MEASURES AND PAYOUT RESULTS

    PERFORMANCE MEASURES AND PAYOUT RESULTS Each year, the Compensation Committee establishes performance metrics and threshold, target, and maximum goals for each such metric. Potential payouts under the Annual Bonus Plan depend on the actual performance level for each metric established by the Compensation Committee, as outlined below.

  35. PERFORMANCE MEASURES AND PAYOUT RESULTS

    | Performance Level | Payout (as % of Target Award) | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  36. PERFORMANCE MEASURES AND PAYOUT RESULTS

    If performance falls between the specified performance levels, payments are generally determined via straight-line interpolation. If performance falls below the threshold performance level, no payments will be awarded. The Annual Bonus Plan provides the Compensation Committee or the Board with the discretion to increase or decrease actual payout amounts otherwise resulting from the pre-established metrics, as it may deem necessary. Consistent with prior years, under the 2025 Annual Bonus Plan, the Compensation Committee selected a mix of quantitative and qualitative performance metrics. For 2025, the Compensation Committee emphasized objective, measurable performance, with 90% of each Named Executive Officer’s 2025 annual incentive opportunity (up from 80% in 2024) tied to quantitative metrics. These metrics were selected to incentivize achievement of specific pre-established financial, safety and operational metrics, and included Adjusted EBITDA, FCF, PROPWR committed megawatts, and a Sustainability and Safety metric that incorporated two safety-related goals. Financial performance represented the majority of this component accounting for 60% of the award opportunity. The remaining 10% of the annual incentive award opportunity for 2025 was based on qualitative factors, reflecting individual and operational performance. The Committee included this component to retain discretion to assess performance in areas important to the Company’s growth and long-term success that are not fully captured by quantitative measures. The Compensation Committee maintained consistency in most performance metrics because they remain important to the Company’s ongoing success and help focus executives on key objectives that support sustained growth and consistent operational performance. Specifically, the Compensation Committee continues to view Adjusted EBITDA and FCF as effective measures of the Company’s financial performance and capital discipline that support the Company’s ability to generate shareholder returns. In addition, total recordable incident rate (“TRIR”) and lost time incident rate (“LTIR”) are important measures of safety. The Compensation Committee set threshold, target, and maximum goals for Adjusted EBITDA for 2025 at levels lower than 2024 primarily to reflect expectations for a softer overall market for the Company’s services. This outlook was driven by multiple factors, including, customer consolidation, increased capital discipline and a general reduction in activity. Additional factors, including the impact of our E-Fleet leases, which reduce Adjusted EBITDA, were considered in setting this goal. In setting the 2025 goals for FCF, the Committee considered the relationship between Adjusted EBITDA and that lower Adjusted EBITDA would drive lower FCF. Moreover, when planning its 2025 budget, the Company expected to require increased capital expenditures for maintenance and replacement of equipment reaching the end of its useful life than the Company experienced in 2024. As a result, the Committee increased the threshold, target and maximum goals for FCF above the levels set for these goals in 2024 and determined that setting a 2025 target goal that was lower than 2024 performance was appropriate in light of the Company’s expectations for 2025. The same factors were also reflected in lower overall budget and earnings expectations for 2025 compared to 2024. While we always strive for year-over-year growth, the Compensation Committee seeks to establish performance goals for our Annual Bonus Plan that are both challenging and achievable to help ensure the Annual Bonus Plan effectively drives results. In 2025, for the Sustainability and Safety Metric, the Compensation Committee eliminated the diesel displacement (5% in 2024) and employee training (5% in 2024) metrics used in 2024 in favor of a second safety metric, LTIR, representing 10% of the 2025 program. This change reflects the importance of safety to our success, growth and culture and the Committee’s desire to further incentivize improved safety performance in 2025. The Compensation Committee also reduced the program’s qualitative metric for individual performance from 20% to 10% to allow for the incorporation of a new metric measuring PROPWRSM committed megawatts (10% in 2025). The Committee’s goal in introducing this new metric was to recognize the strategic importance of the Company’s PROPWRSM business and incentivize growth in this area. In addition, the Compensation Committee also determined that increasing the emphasis on quantitative measures aligns with evolving market practices and helps focus our Named Executive Officers on the achievement of specific financial, commercial / operational and sustainability and safety goals. Notwithstanding the increased focus on quantitative metrics, retaining a qualitative component of the Annual Bonus Plan allows the Compensation Committee to assess the Company’s progress towards key strategic goals, respond to dynamic developments and evaluate each Named Executive Officer’s specific contributions to those strategic goals. In 2025, the Compensation Committee set individually tailored strategic and growth goals for each Named Executive Officer rather than Company-wide goals.

  37. PERFORMANCE MEASURES AND PAYOUT RESULTS

    | | Measure | Weighting(8) | | Threshold | Target | Maximum | Actual 2025 Performance | Payout as a Percentage of Target Bonus | | QUANTITATIVE MEASURE | Adjusted EBITDA | 40% | | $138MM | $276MM | $304MM | $208MM | 30.2% | | | FCF | 20% | | $43MM | $85MM | $94MM | $126MM | 40% | | | PROPWR Committed Megawatts (MW)(4) | 10% | | 70MW | 140MW | 160MW | >220MW | 20% | | | Sustainability and Safety | | | | | | | | | | TRIR(5) | 10% | | 0.75 | 0.65 | 0.50 | 0.91 | 0%(8) | | | LTIR(6) | 10% | | 0.30 | 0.25 | 0.22 | 0.37 | 0% | | | Quantitative Total | 90% | | | | | | 90.2% | | QUALITATIVE MEASURE | Qualitative Total Individual and Operational Performance(7) | 10% | | | | | | 10 – 15% | | | Overall Total | 100% | | | | | | 100.2 – 115.2% |

  38. PERFORMANCE MEASURES AND PAYOUT RESULTS

    (1) We define EBITDA as earnings before (i) interest expense, (ii) income taxes, and (iii) depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus (i) loss/(gain) on disposal of assets and businesses, (ii) stock-based compensation, (iii) business acquisition contingent consideration adjustments, (iv) other expense/(income), (v) other unusual or nonrecurring (income)/expenses, such as impairment expenses, costs related to asset acquisitions, insurance recoveries, one-time professional fees and legal settlements and (vi) retention bonuses and severance expense. For a more detailed definition of the non-GAAP financial measure of Adjusted EBITDA and reconciliation of Adjusted EBITDA to our most directly comparable financial measures calculated in accordance with GAAP, please read “How We Evaluate Our Operations” in our Form 10-K filed for the year ended December 31, 2025. (2) We define FCF as Adjusted EBITDA less Capital Expenditures Incurred, which are defined as costs incurred in connection with the growth and maintenance of our asset base. For more detailed information regarding Capital Expenditures Incurred, please see Note 11—Reportable Segment Information in the Notes to Consolidated Financial Statements and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Investing Activities section under Liquidity and Capital Resources) to our Form 10-K filed for the year ended December 31, 2025. For 2025, FCF excludes capital expenditures for the PROPWR business. (3) The Compensation Committee may provide for the manner in which actual performance and the performance goal(s) with regard to these metrics will reflect the impact of specified events or occurrences during the year, which may mean including or excluding the impact of one or more events or occurrences, as specified by the Compensation Committee, for the year. Committed Megawatts (MW) is measured by the number of MW of power generation equipment committed during 2025 to customers under commercial contracts (i.e., power purchase agreement(s), power service agreement(s), e-fleet service agreements, including power supplied to support a ProPetro FORCE e-fleet contract, or other agreement(s). The target value for this metric was selected based on the equipment planned to be ordered by the Company as part of its original 2025 budget. TRIR stands for Total Recordable Incident Rate and is a measurement of workplace safety calculated as follows: (total number of recordable incidents amongst covered personnel in the applicable period (here, 2025) multiplied by 200,000) divided by the total hours worked by covered personnel in the applicable period. TRIR is a commonly accepted and utilized metric for both workplace safety regulation and for making safety performance comparisons amongst companies. The Company uses an annual TRIR metric in our compensation program to reflect aggregate safety performance across the year being reviewed. (6) LTIR stands for Lost Time Incident Rate and is a measurement of workplace safety calculated as follows: (number of lost-time incidents amongst covered personnel in the applicable period (here, 2025) multiplied by 200,000) divided by the total hours worked by covered personnel in the applicable period. LTIR is a commonly accepted and utilized metric for both workplace safety regulation and for making safety performance comparisons amongst companies. The Company uses an annual LTIR metric in our compensation program to reflect aggregate safety performance across the year being reviewed. (7) Additional information regarding strategic goals for each Named Executive Officer is included below. (8) Because Ms. Davila participated in a non-executive bonus program, notwithstanding her interim service as principal financial officer, her 2025 annual bonus metrics were weighted (a) 50% on individual performance, with an individual payout percentage of 100% (see below for more information) and (b) 50% on Company performance using the executive plan’s quantitative metrics, resulting in a 45.1% payout percentage. Ms. Davila’s combined total payout percentage was 145.1%. For 2025, the Compensation Committee established individual strategic qualitative goals for each of our Named Executive Officers, as follows:

  39. PERFORMANCE MEASURES AND PAYOUT RESULTS

    | Named Executive Officer | 2025 Strategic Individual and Operational Qualitative Goals | Actual 2025 Performance Level (max of 200%) | Payout as a Percentage of Target Bonus for Individual Performance | | Samuel D. Sledge | Strategy (50%)(1) • Strategy execution. • Holding the organization accountable to our key success metrics. PROPWR (50%) • Successful PROPWR launch, including commercial, operational and safety measures. | 112.5% | 11.25% | | Caleb L. Weatherl | Finance Team Development (50%) • Successful transition into finance and executive teams. • Identify and execute on finance organizational improvement opportunities. PROPWR (50%) • Identify and execute strategy for effectively funding the PROPWR growth strategy while maintaining a healthy balance sheet | 133% | 13.25% | | Adam Muñoz | Maintaining Optimization (50%) • Maintaining and extending optimization gains, including driving execution of goals established for members of his team. Safety Leadership (50%)(1) • Lead with a culture of safety | 100% | 10% | | Shelby Fietz | Organizational Revitalization (50%) • Evolving his team and organization to best support strategic execution, including Silvertip integration, customer account quality control, and commercial organization skills assessment Pricing Discipline (50%) • Increasing efficiencies and identifying cost reduction opportunities while maintaining strong customer relationships. | 150% | 15% |

  40. PERFORMANCE MEASURES AND PAYOUT RESULTS

    | Named Executive Officer | 2025 Strategic Individual and Operational Qualitative Goals | Actual 2025 Performance Level (max of 200%) | Payout as a Percentage of Target Bonus for Individual Performance | | John J. Mitchell | Strategic M&A Support (50%) • Supporting the Company and management team through strategic acquisitions. PROPWR SUPPORT (50%) • Support the establishment and growth of this new contract-heavy business. | 150% | 15% | | Celina Davila(2) | Facilitate CFO Transition (50%) • Take on additional responsibilities in connection with the transition and help new CFO integrate into team and workstream seamlessly. Transition to new ERP system (50%) • Coordinate and successfully execute implementation of new ERP system. | 200% | 100% |

  41. PERFORMANCE MEASURES AND PAYOUT RESULTS

    (1) In evaluating the performance of Messrs. Sledge and Muñoz with respect to their Individual and Operational performance objectives, the Committee exercised its discretion to reduce their respective 2025 performance levels to reflect the Committee’s assessment of these executives’ accountability for the Company’s safety performance objectives, which were not met in 2025. (2) The individual performance component represented 50% of Ms. Davila’s total 2025 annual bonus opportunity. Consistent with the above findings, the Compensation Committee certified a range of 100.2% to 115.2% achievement for the individual and operational performance metric and approved the following payments under the Annual Bonus Plan:

  42. PERFORMANCE MEASURES AND PAYOUT RESULTS

    | Name | 2025 Target Award Opportunity as a Percentage of Base Salary | Value of 2025 Target Award Opportunity ($) | Actual Payout as a Percentage of Target Award | Value of Actual 2025 Annual Award ($) | | Samuel D. Sledge | 115% | 1,121,250 | 101.5% | 1,137,500 | | Caleb L. Weatherl | 90% | 221,363(1) | 103.5% | 229,000 | | Adam Muñoz | 100% | 612,000 | 100.2% | 613,200 | | Shelby Fietz | 90% | 454,500 | 105.2% | 478,150 | | John J. Mitchell | 90% | 450,000 | 105.2% | 473,400 | | Celina A. Davila | 65% | 208,000 | 145.1% | 301,800 | | David S. Schorlemer(2) | 0% | 0 | 0% | 0 |

  43. PERFORMANCE MEASURES AND PAYOUT RESULTS

    (1) Mr. Weatherl’s 2025 target award opportunity has been pro-rated from his date of hire to reflect his partial year of service. (2) Mr. Schorlemer was not eligible to receive a 2025 annual cash incentive award because his employment was terminated without cause in March of 2025.

  44. Long Term Incentive Awards

    Long Term Incentive Awards

  45. AWARDS GRANTED IN 2025

    AWARDS GRANTED IN 2025 Our mix of time- and performance-based awards is intended to achieve the dual objectives of supporting retention and driving performance, while aligning the interests of our Named Executive Officers with those of our stockholders by providing an opportunity for increased share ownership. Both RSUs and PSUs may be settled in shares of our common stock or in cash equivalent of the same. Except as provided below, in 2025, 50% of the value of each Named Executive Officer’s long term incentive awards was granted pursuant to the Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 LTIP”) in the form of RSUs that vest in three substantially equal annual installments commencing on the first anniversary of the grant date. The other 50% was granted in the form of PSUs that vest, if earned, following the completion of a three-year performance period, in each case generally subject to the Named Executive Officer’s continued employment through the end of such period. Equity-based awards to our non-executive employees are weighted more heavily towards RSUs because their actions are less likely to directly and materially impact the Company’s stock price. Because Ms. Davila’s service as interim principal financial officer was temporary, the Compensation Committee elected to maintain her 2025 award mix and value as they would have been absent this interim appointment, reflecting a 4:1 ratio of RSUs to PSUs in 2025. Consistent with 2024, the PSUs granted in 2025 vest based on the Company’s TSR relative to the TSR of the 2025 Peer Group. After careful review, the Compensation Committee determined to generally use the same peer group companies to set both the 2025 target compensation levels for our Named Executive Officers and evaluate TSR performance for the PSUs granted in 2025. However, due to transactions that resulted in ChampionX Corporation and U.S. Silica Holdings, Inc. ceasing to be independent publicly traded companies, those two companies, which had been included in the 2025 Compensation Peer Group, used to set 2025 target compensation levels for our Named Executive Officers, were not included in the 2025 Performance Peer Group, which will be used to evaluate TSR performance for the PSUs granted in 2025. For more information on the 2025 Compensation Peer Group and the 2025 Performance Peer Group, see the section entitled “Use of Peer Compensation Data” in Section II of the “Compensation Discussion and Analysis” beginning on page 33 of this proxy statement. Recipients of PSUs may earn between 0% and 200% of the target number of shares granted, as indicated in the following table. If performance falls between the specified performance levels, payouts will be determined via straight-line interpolation. No payouts will be awarded if performance falls below the threshold level, which is the 25th percentile. Additionally, if the Company’s TSR is below zero on an absolute basis for the performance period, the number of PSUs earned shall be reduced in accordance with the table below. The Compensation Committee selected a modified relative TSR performance metric for these awards to motivate our Named Executive Officers to outperform the Company’s peers, even in a negative TSR environment, while maintaining a meaningful reduction in the PSU payout percentages if absolute TSR is negative. This structure is intended to bolster alignment between our Named Executive Officers and our stockholders by encouraging the achievement of a positive absolute TSR.

  46. AWARDS GRANTED IN 2025

    | | | Payout (as a% of Target Number of PSUs Granted) | Payout (as a% of Target Number of PSUs Granted) if TSR is Below Zero | | Company’s Percentile Rank in Peer Group | ≥ 90th Percentile | 200% | 175% | | | 75th Percentile | 175% | 150% | | | 50th Percentile | 100% | 90% | | | 25th Percentile | 50% | 40% | | | < 25th Percentile | 0% | 0% |

  47. AWARDS GRANTED IN 2025

    The performance period for the 2025 PSU awards commenced on January 1, 2025 and ends on December 31, 2027. If a peer company ceases to exist as a separate publicly-traded company during the performance period because it is acquired outside of the Company’s peer group or for any other reason not described elsewhere in this paragraph, then the company will be excluded from the peer group entirely. If a peer company is acquired by another peer company during the performance period, the acquirer will remain in the peer group, but the acquired company will be excluded from the peer group entirely. If a peer company files for bankruptcy during the performance period, it will remain in the peer group but be ranked last. The annual value of each Named Executive Officer’s long-term incentive award is generally determined in conjunction with the Compensation Committee’s annual compensation analysis or, if later, in connection with the Named Executive Officer’s promotion or hire date following the Compensation Committee’s review of peer compensation data and consideration of each Named Executive Officer’s position and associated responsibilities. In 2025, the Compensation Committee granted awards to our Named Executive Officers as shown in the table below. Except as specified below, all awards were granted in February of 2025.

  48. AWARDS GRANTED IN 2025

    | Name | Number of RSUs Granted in 2025 | Value of RSUs Granted in 2025(1) ($) | Target Number of PSUs Granted in 2025 | Value of PSUs Granted in 2025(1) ($) | | Samuel D. Sledge | 252,525 | 1,898,988 | 252,525 | 2,492,422 | | Caleb L. Weatherl(2) | 100,482 | 509,444 | 100,482 | 504,420 | | Adam Muñoz | 112,233 | 843,992 | 112,233 | 1,107,740 | | Shelby Fietz | 56,117 | 422,000 | 56,117 | 553,875 | | John J. Mitchell | 56,117 | 422,000 | 56,117 | 553,875 | | Celina A. Davila | 17,957 | 135,037 | 4,489 | 44,306 | | David S. Schorlemer | 0 | 0 | 0 | 0 |

  49. AWARDS GRANTED IN 2025

    (1) Amounts in these columns reflect the aggregate grant date fair value of the RSU and PSU awards granted in 2025 under the 2020 LTIP, calculated in accordance with FASB ASC Topic 718. Because the grant date fair value is calculated differently for time-based and performance-based awards under FASB ASC Topic 718, the value of the awards reported is different even though the number of RSUs and PSUs granted to each Named Executive Officer is the same. The number of awards granted by the Compensation Committee and the Board in 2025 was made after considering the then current market value of the Company’s shares, which is the standard practice across the industry, rather than the accounting grant date fair value. (2) Mr. Weatherl’s awards were granted to him in connection with his commencement of service as the Company’s principal financial officer.

  50. AWARDS SETTLED FOLLOWING THE END OF 2025

    AWARDS SETTLED FOLLOWING THE END OF 2025 Much like the PSUs granted in 2025, the PSUs granted in 2023 vested based on performance over a three-year performance period. In accordance with the compensation philosophy and designs adopted by the Compensation Committee, the PSUs granted in 2023 resulted in a payout of 130% of the target PSUs. The Company’s TSR over the three-year performance period was 0.03%, resulting in a relative TSR of the 60th percentile of the relevant peer group.

  51. Executive Severance Plan

    Executive Severance Plan The Board adopted the Third Amended and Restated ProPetro Services, Inc. Executive Severance Plan (the “Executive Severance Plan”) because they and the Compensation Committee felt it was desirable to pivot away from individually negotiated employment agreements and towards a streamlined plan providing for more uniform treatment upon a termination of employment. Each of our Named Executive Officers is a participant in the Executive Severance Plan. We believe the Executive Severance Plan serves to maintain the focus of our senior executives and ensure that their attention, efforts and commitment are aligned with maximizing the success of the Company and stockholder value. Further, providing market severance benefits is an important element of compensation that allows us to attract and retain talented executives, ensuring continuity of management, stability of the Company, and efficient execution of our business goals. The amounts of the severance and benefits established for each “Tier” under the Executive Severance Plan were selected after the Compensation Committee received advice from its independent compensation consultant at the time of adoption regarding the types and amounts of severance that are market among the Company’s peers. The Compensation Committee also considered its members’ ample experience in the industry when making this determination. The Tier level assigned to each participant in the plan was determined based on each participant’s position and responsibility. No changes were made to the Tier levels or the Executive Severance Plan for the Named Executive Officers in 2025. The Tier levels for each of the Named Executive Officers and the terms of the Executive Severance Plan are described in detail below in the section entitled “Potential Payments upon Termination and Change of Control ― Executive Severance Plan.”

  52. Retention Bonus for Interim Principal Financial Officer

    Retention Bonus for Interim Principal Financial Officer Effective as of March 3, 2025, Celina A. Davila, then the Chief Accounting Officer and principal accounting officer of the Company, assumed the role of principal financial officer of the Company on an interim basis until a new principal financial officer was appointed on July 31, 2025. In connection with her appointment as interim principal financial officer of the Company, the Company entered into a retention bonus agreement (the “Retention Agreement”) with Ms. Davila whereby she is entitled to a cash payment of $100,000 (the “Retention Bonus”). The Retention Bonus will be paid in two installments as follows: (i) 35% will be paid no later than fifteen (15) days following March 3, 2026 and (ii) the remaining 65% will be paid no later than fifteen (15) days following September 3, 2026, in each case, subject to the applicable terms and conditions of the Retention Agreement. The Retention Agreement is intended to retain Ms. Davila during a period of leadership transition in her department and to compensate her for the additional time and responsibility required of her for her service as interim principal financial officer.

  53. Grant Practices Specific to Stock Options and Similar Awards

    Grant Practices Specific to Stock Options and Similar Awards We do not currently grant stock options or similar awards as part of our equity compensation programs and did not grant any such awards in 2025. We do not currently have a formal grant policy in place for equity-based awards, but if stock options or similar awards were to be granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. During fiscal year 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  54. Compensation Risk Assessment

    | | We pay a mix of compensation which includes short-term cash and long-term equity-based compensation. | | | We base the vesting and payment of our incentive compensation awards on several different performance metrics, which discourages our employees from placing undue emphasis on any one metric or aspect of our business at the expense of others. | | | We believe that our performance metrics are reasonably challenging yet should not require inappropriate risk-taking to achieve. | | | The performance metrics for awards under our Annual Bonus Plan include quantitative financial and operational metrics as well as qualitative metrics related to our operations, strategy, and other aspects of our business, as well as the individual performance of our executives, and our Compensation Committee retains discretion to modify payout amounts under the Annual Bonus Plan, as appropriate. | | | The performance periods under our PSUs overlap, and our time-vested RSUs generally vest over a three-year period. This mitigates the motivation to maximize performance in any one period at the expense of others. | | | Our Named Executive Officers are required to own our common stock at levels provided in our Executive Stock Ownership Guidelines. | | | We have instituted a claw-back policy, which allows us to claw-back compensation in the event of a financial restatement. | | | We believe that we have an effective management process for developing and executing our short- and long-term business plans. | | | Our compensation policies and programs are overseen by the Compensation Committee. | | | The Compensation Committee retains an independent compensation consultant. |

  55. Executive Compensation Tables

    | SUMMARY COMPENSATION TABLE |

  56. Executive Compensation Tables

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Samuel D. Sledge Chief Executive Officer | 2025 | 975,000 | ― | 4,391,410 | ― | 1,137,500 | 35,802 | 6,539,712 | | | 2024 | 946,000 | ― | 3,771,150 | ― | 1,231,030 | 39,267 | 5,987,447 | | | 2023 | 800,000 | ― | 4,210,746 | ― | 735,800 | 41,414 | 5,787,960 | | Caleb L. Weatherl(5) Chief Financial Officer | 2025 | 245,959 | ― | 1,013,864 | ― | 229,000 | 57,991 | 1,546,814 | | Adam Muñoz President and Chief Operating Officer | 2025 | 612,000 | ― | 1,951,732 | ― | 613,200 | 67,622 | 3,244,554 | | | 2024 | 600,000 | ― | 1,953,457 | ― | 721,800 | 49,809 | 3,325,066 | | | 2023 | 572,000 | ― | 2,105,373 | ― | 501,100 | 52,359 | 3,230,832 | | Shelby Fietz Chief Commercial Officer | 2025 | 505,000 | ― | 975,875 | ― | 478,150 | 62,311 | 2,021,336 | | | 2024 | 495,000 | ― | 879,045 | ― | 527,027 | 53,580 | 1,954,652 | | | 2023 | 365,193 | ― | 3,449,874 | ― | 414,500 | 56,729 | 4,286,296 | | John J. “Jody” Mitchell General Counsel | 2025 | 500,000 | ― | 975,875 | ― | 473,400 | 53,539 | 2,002,814 | | | 2024 | 450,000 | ― | 947,423 | ― | 401,288 | 48,107 | 1,846,818 | | | 2023 | 387,000 | ― | 834,721 | ― | 270,000 | 51,414 | 1,543,135 | | Celina A. Davila(5) Former Interim Principal Financial Officer | 2025 | 320,000 | ― | 179,343 | ― | 301,800 | 52,132 | 853,275 | | David S. Schorlemer(5) Former Chief Financial Officer | 2025 | 91,726 | ― | ― | ― | ― | 1,607,479 | 1,699,205 | | | 2024 | 540,000 | ― | 1,562,753 | ― | 516,618 | 50,780 | 2,670,151 | | | 2023 | 515,000 | ― | 1,486,143 | ― | 406,200 | 72,509 | 2,479,852 |

  57. Executive Compensation Tables

    | GRANTS OF PLAN-BASED AWARDS |

  58. Executive Compensation Tables

    | NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE |

  59. Executive Severance Plan

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END |

  60. Executive Severance Plan

    | 2025 OPTION EXERCISES AND STOCK VESTED |

  61. Executive Severance Plan

    | PENSION BENEFITS |

  62. Executive Severance Plan

    | NONQUALIFIED DEFERRED COMPENSATION |

  63. Executive Severance Plan

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  64. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the five years in the period ended December 31, 2025. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (“NEOs”). The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:

  65. Pay versus Performance

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) (2) | Compensation Actually Paid to First PEO(1) (2) | Compensation Actually Paid to Second PEO(1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (2) | Average Compensation Actually Paid to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in thousands) | Adjusted EBITDA (in thousands)(3) | | | | | | | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | N/A | $6,539,712 | N/A | $7,639,696 | $1,894,666 | $1,807,069 | $128.69 | $124.42 | $824 | $208,443 | | 2024 | N/A | $5,987,447 | N/A | $8,359,307 | $2,449,172 | $3,340,367 | $82.93 | $95.72 | $(137,859) | $283,243 | | 2023 | N/A | $5,787,960 | N/A | $3,198,910 | $2,885,029 | $1,983,266 | $74.49 | $106.43 | $86,000 | $404,000 | | 2022 | N/A | $5,028,294 | N/A | $3,096,235 | $6,276,617 | $1,773,093 | $92.18 | $153.12 | $2,030 | $316,590 | | 2021 | $6,862,469 | $3,164,649 | $5,192,291 | $2,999,764 | $2,463,661 | $2,133,954 | $72.00 | $80.32 | $(54,185) | $135,007 |

  66. Pay versus Performance

    (1) The first and second PEOs reflected in columns (b) and (c) represent Phillip Gobe and Samuel Sledge, respectively. The non-PEO Named Executive Officers reflected in column (d) and (e) represent the following individuals by year: 2025 – Adam Muñoz, David S. Schorlemer, Caleb L. Weatherl, Celina A. Davila, Shelby Fietz, and John J. “Jody” Mitchell 2024 – Adam Muñoz, David S. Schorlemer, Shelby Fietz, and John J. “Jody” Mitchell 2023 – Adam Muñoz, David S. Schorlemer, Shelby Fietz, and John J. “Jody” Mitchell 2022 – Phillip Gobe, Adam Muñoz, David S. Schorlemer, and Newton W. Wilson III 2021 – Adam Munoz, David S. Schorlemer, and Newton W. Wilson III (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for the PEO (Samuel Sledge) and Non-PEO NEOs in 2025. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans.

  67. Pay versus Performance

    | | 2025 | | PEO SUMMARY COMPENSATION TABLE TOTALS | $6,539,712 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (4,391,410) | | Fair value at year end of equity awards granted during the year | 5,979,792 | | Fair value of equity awards granted and vested during the year | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 246,007 | | Change in fair value of equity awards granted in prior years that vested during the year | (734,405) | | Equity awards granted in prior years that were forfeited during the year | — | | Dividends or other earnings paid on equity awards during the year | — | | Total Equity Award Related Adjustments | 1,099,984 | | COMPENSATION ACTUALLY PAID TOTALS | $7,639,696 |

  68. Pay versus Performance

    | | 2025 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $1,894,666 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (849,448) | | Fair value at year end of equity awards granted during the year | 1,321,529 | | Fair value of equity awards granted and vested during the year | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 44,801 | | Change in fair value of equity awards granted in prior years that vested during the year | (118,491) | | Equity awards granted in prior years that were forfeited during the year | (485,988) | | Dividends or other earnings paid on equity awards during the year | — | | Total Equity Award Related Adjustments | (87,597) | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $1,807,069 |

  69. Pay versus Performance

    (3) The Peer Group in this column consists of Calfrac Well Services Ltd, Liberty Energy Inc., Mammoth Energy Services Inc., Patterson-UTI Energy Inc., RPC Inc., and ProFrac Holding Corp. We define EBITDA as earnings before (i) interest expense, (ii) income taxes, and (iii) depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus (a) loss/(gain) on disposal of assets and businesses, (b) stock-based compensation, (c) business acquisition contingent consideration adjustments, (d) other expense/(income), (e) other unusual or nonrecurring (income)/expenses, such as impairment expenses, costs related to asset acquisitions, insurance recoveries, one-time professional fees and legal settlements and (f) retention bonuses and severance expense. For a more detailed definition of the non-GAAP financial measure of Adjusted EBITDA and reconciliation of Adjusted EBITDA to our most directly comparable financial measures calculated in accordance with GAAP, please read “How We Evaluate Our Operations” in our Form 10-K filed for the year ended December 31, 2025.

  70. Pay versus Performance

    | NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE |

  71. CEO Pay Ratio

    CEO Pay Ratio As of December 31, 2025, the Company employed approximately 1,700 people, all in the United States. Using a consistently applied compensation measure, we determined as of December 31, 2025 the total annual cash compensation of each of our employees (excluding our Chief Executive Officer), and then identified the “median employee” within our employee population. To identify the median compensated employee, we used total annual compensation, including base salary, actual bonus paid, value of equity awards vested, overtime and allowances, as applicable. Salaries were annualized for those full- and part-time employees who did not work for the full year. Reasonable estimates of cash compensation were made for those employees who were hired during 2025 using current base salary and target bonus amounts and any overtime or allowances paid during 2025. Once the median employee was identified, we determined his or her annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC rules, which resulted in annual total compensation for the median employee equal to $121,523 for 2025. This calculation is the same calculation used to determine total compensation for purposes of the 2025 Summary Compensation Table with respect to each of the Named Executive Officers. Our Chief Executive Officer’s 2025 total compensation was $6,539,712. Therefore, the ratio of our Chief Executive Officer’s compensation to the median employee’s compensation was approximately 54 to 1 for 2025.

  72. CEO Pay Ratio

    | Employee | 2025 Annual Total Compensation ($) | Estimated Pay Ratio | | Chief Executive Officer | 6,539,712 | 54:1 | | Median employee, other than our CEO | 121,523 | |

  73. CEO Pay Ratio

    SEC rules do not specify a single methodology for identification of the median employee, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  74. CEO Pay Ratio

    | | Proposal 3—Approval of the Third Amended and Restated 2020 Long Term Incentive Plan |

  75. CEO Pay Ratio

    The use of equity-based awards under the 2020 LTIP has been a key component of our compensation program since its adoption. The ability to grant equity-based compensation awards is critical to attracting and retaining highly qualified individuals. The Board believes that it is in the best interest of our stockholders for those individuals to have an ownership interest in the Company in recognition of their present and potential contributions and to align their interests with those of our future stockholders. The ProPetro Holding Corp. 2020 Long Term Incentive Plan was originally adopted and approved by shareholders, effective October 22, 2020, and subsequently amended and restated effective on each of May 11, 2023 and May 20, 2025 (the latter amendment and restatement, the “Second A&R LTIP”). The Board has determined that the current number of shares available for grant under the Second A&R LTIP (which is our only active equity-based plan) is not sufficient to meet the objectives of our compensation program going forward. Accordingly, the Board has adopted, subject to shareholder approval, and proposes that our stockholders approve the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (“Third A&R LTIP”) in order to increase the number of shares of our common stock available for future grants by 3,540,000, from 10,520,000 to 14,060,000, as described below, and to extend the term of the plan to the tenth anniversary of the 2026 annual meeting. At the 2026 annual meeting, our stockholders will be asked to approve the Third A&R LTIP. If approved by our stockholders, the Third A&R LTIP will be effective as of the date of the 2026 annual meeting. If the Third A&R LTIP is not approved by our stockholders, then the Second A&R LTIP will remain in effect without any increase in the number of shares of our common stock available for future grants.

  76. CEO Pay Ratio

    | BACKGROUND AND PURPOSE OF THE PROPOSAL |

  77. CEO Pay Ratio

    The Second A&R LTIP authorizes awards to be granted covering up to 10,520,000 shares of our common stock, subject to the share recycling and adjustment provisions described below. As of March 25, 2026, there were approximately 1,637,678 shares of our common stock available for new awards under the Second A&R LTIP (counting performance-based awards at the maximum payout level). On April 7, 2026, subject to approval by our stockholders, the Board determined that it is in the Company’s best interest to adopt the Third A&R LTIP to increase the number of shares of common stock available for issuance by 3,540,000, from 10,520,000 to 14,060,000. The length of time that the Third A&R LTIP share pool will support our incentive compensation program will depend on numerous factors that cannot be fully anticipated by us at this time including our share price, executive retention rate, and changes in compensation practices of companies with which we compete for executive talent. Of the 10,520,000 shares currently authorized for issuance under the Second A&R LTIP, a total of 5,212,543 shares have been issued as of March 25, 2026 upon the settlement of RSUs and PSUs. As of March 25, 2026, under the Second A&R LTIP, a total of 3,053,811 shares remained subject to unsettled RSUs and 3,715,832 shares remained subject to unsettled PSUs (based on maximum performance). As of March 25, 2026, under the 2017 LTIP, a total of 160,446 shares remain subject to outstanding stock options with a weighted average remaining term of 0.98 years and a weighted average exercise price of $14.00. No other equity awards are outstanding under the 2017 LTIP and Second A&R LTIP as of such date. For additional information regarding stock-based awards previously granted by us under the 2017 LTIP and Second A&R LTIP, please see Note 14 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025. As of March 25, 2026, there were 122,616,976 shares of our common stock outstanding. The closing price per share of common stock on the New York Stock Exchange as of March 25, 2026 was $14.55. The proposed Third A&R LTIP is included as Appendix A hereto. If our stockholders approve this Proposal No. 3, we intend to file, pursuant to the Securities Act of 1933, as amended, a registration statement on Form S-8 to register the additional shares made available for delivery under the Third A&R LTIP.

  78. Director Compensation Limits

    Director Compensation Limits Under the Third A&R LTIP, 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. Additional cash amounts or Awards may be paid for any calendar year in which a non-employee director (i) first joins the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-executive Chairman of the Board. The limit on non-employee director compensation described above does not apply to compensation paid for any period in which the individual served as our employee or an employee of our affiliates or was otherwise providing services to us or our affiliates other than in the capacity as a director.