UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): January 26, 2026

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38035	26-3685382
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Marienfeld Place

110 N. Marienfeld Street, Suite 300

Midland, Texas

79701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (432) 688-0012

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PUMP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 7.~~02 Results~~01 ofRegulation ~~Operations~~FD ~~and Financial Conditions~~ Disclosure

On ~~January~~ 26January 27, 2026, inProPetro ~~connection~~Holding ~~with~~Corp. (the ~~Offering~~“Company”) announced ~~(as~~the ~~defined~~pricing ~~below~~of an underwritten public offering of 15,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”), ~~ProPetro~~at ~~Holding~~a ~~Corp~~price to the public of $10.00 per share, pursuant to a registration statement on Form S-3 (File No. 333-292170) (the “~~Company~~Registration Statement”) ~~provided~~filed ~~certain~~previously ~~updates in~~with athe ~~preliminary~~U.S. ~~prospectus~~Securities ~~supplement~~and Exchange Commission (the “~~Prospectus Supplement~~Commission”) that became automatically effective upon filing on December 16, 2025, including ~~certain~~the ~~preliminary~~prospectus ~~fourth~~forming ~~quarter~~a part of the Registration Statement, and ~~year-end~~a preliminary prospectus supplement, which was filed with the Commission on January 26, 2026. A copy of the press ~~financial~~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 ~~operational~~is ~~information~~incorporated herein by reference.

AsThe ofinformation ~~the~~in ~~date of~~ this Current Report on Form 8-K ~~and~~under ~~the~~Item ~~Prospectus~~7.01 ~~Supplement,~~and ~~the~~Exhibit 99.1 ~~Company~~attached ~~has~~hereto shall not ~~finalized~~be ~~its~~deemed ~~financial~~“filed” for ~~and~~purposes ~~operational results~~of ~~for~~Section 18 of the ~~three~~Securities ~~months~~and ~~ended~~Exchange ~~December~~Act 31of 1934, ~~2025~~as oramended (the ~~year~~“Exchange ~~ended~~Act”), ~~December~~or ~~31,~~otherwise subject ~~2025.~~to ~~However,~~the ~~based~~liabilities onof ~~preliminary~~that ~~information~~section, ~~the Company~~nor ~~estimates~~shall ~~that,~~it ~~for~~be ~~the~~deemed ~~three~~incorporated ~~months~~by ~~ended~~reference ~~December~~in ~~31,~~any ~~2025~~filing ~~and~~under the ~~year~~Securities ~~ended~~Act ~~December 31~~of 1933, ~~2025,~~as ~~each~~amended of (the ~~Company’s capital~~“Securities ~~expenditures incurred~~Act”), ~~capital~~or ~~expenditures~~the ~~paid,~~Exchange ~~revenues~~Act, ~~cost~~except ofas ~~services~~expressly ~~and~~set ~~general~~forth ~~and~~by ~~administrative~~specific ~~expenses~~referencing ~~(exclusive of~~in ~~stock-based compensation and other non-recurring items) ranged approximately as follows:~~such filing.

	Three Months Ended December 31, 2025		Year Ended December 31, 2025
	(unaudited)
Capital expenditures incurred	$	70 – 72 million	$	280 – 282 million
Capital expenditures paid	$	63 – 65 million	$	185 – 187 million
Revenue	$	289 - 291 million	$	1,269 – 1,271 million
Cost of services	$	214 – 216 million	$	967 – 969 million
General and administrative expenses (1)	$	23 – 25 million	$	92 – 94 million

Item 8.01 Other Events

~~(1)~~On ~~Exclusive~~January 26, 2026, the Company and Goldman Sachs & Co. LLC, as representative of ~~stock-based~~the ~~compensation~~several ~~and~~underwriters ~~other~~named ~~non-recurring~~in ~~items~~Schedule I thereto (collectively, ofthe ~~approximately~~“Underwriters”), $5entered ~~million~~into ~~for~~an underwriting agreement (the ~~three~~“Underwriting ~~months~~Agreement”), ~~ended~~pursuant ~~December~~to 31which the Company agreed to sell to the Underwriters, ~~2025~~and the Underwriters agreed to purchase from the Company, subject to and ~~approximately~~upon $the terms and conditions set forth therein, 15,000,000 ~~million~~shares ~~for~~of Common Stock (the ~~year~~“Offering”) ~~ended~~at ~~December~~the ~~31,~~public offering price less underwriting ~~2025~~discounts and commissions.

AsThe material terms of ~~December 31, 2025,~~ the ~~Company~~Offering ~~had~~are ~~approximately~~described ~~$91 million~~ in ~~cash and cash equivalents, approximately $78 million of borrowings outstanding under~~ the ~~Company’s~~prospectus ~~Caterpillar Equipment Loan Agreement and approximately $45 million of borrowings outstanding under the Company’s amended and restated revolving credit facility~~supplement, ~~with~~dated ~~a borrowing base of approximately $168 million. Between~~ January ~~1, 2026 and January~~ 26, 2026, (the ~~Company~~“Prospectus”), ~~incurred~~to ~~approximately~~be ~~$10~~filed by ~~million in additional borrowings under~~ the Company~~’s Caterpillar~~ ~~Equipment~~with ~~Loan~~the ~~Agreement.~~Commission ~~Additionally,~~on ~~under~~or ~~current~~around ~~market conditions~~January 28, ~~the Company expects to have approximately 11 active frac fleets in the first quarter of~~ 2026, ~~subject~~pursuant to ~~any~~Rule 424(b) under ~~suspensions of~~ the ~~Company’s~~Securities ~~operations due to winter weather conditions~~Act.

~~The Company~~As ~~has provided ranges, rather than specific amounts, because these results are preliminary and subject to change. These preliminary~~described ~~estimates~~in ~~are derived from~~ the ~~Company’s internal records and are based on the most current information available to management as of the date of this Current Report on Form 8-K and the~~ Prospectus, ~~Supplement. These estimates are preliminary and inherently uncertain. The Company’s normal reporting processes with respect to~~ the ~~foregoing preliminary estimates have not been fully completed. The~~ Company’s ~~independent~~expects ~~registered public accounting firm, RSM US LLP, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect~~ to ~~this~~receive ~~preliminary~~net ~~financial~~proceeds ~~data. Accordingly, RSM US LLP does not express an opinion or any other form of assurance with respect thereto. The Company’s actual results may vary~~ from the ~~estimated~~Offering ~~preliminary results presented above due to the completion~~ of ~~the~~approximately ~~Company’s financial closing and other operational procedures~~$141,875,000 ~~final adjustments~~ and ~~other~~intends ~~developments that~~to ~~may~~use ~~arise between now and~~ the net ~~time~~proceeds ~~that~~of ~~financial results for~~ the ~~three~~Offering ~~months~~(including ~~ended~~any ~~December~~proceeds ~~31,~~from ~~2025 and~~ the ~~year~~exercise ~~ended December 31, 2025 are finalized. During the course~~ of the ~~Company~~underwriters’s ~~review~~option ofto ~~these~~purchase ~~preliminary~~additional ~~estimates, the Company could identify items~~shares) ~~that~~for ~~would~~general ~~require~~corporate itpurposes, including to ~~make~~fund ~~adjustments~~growth ~~and~~capital ~~which~~for ~~could~~additional ~~affect~~power ~~the~~generation ~~Company’s final results~~equipment. ~~Any such adjustments could be material.~~

~~These~~Further, ~~estimates~~pursuant ~~should~~to ~~not~~the beUnderwriting ~~viewed~~Agreement, asthe aCompany ~~substitute~~has ~~for~~granted the ~~Company’s~~Underwriters ~~full~~a ~~interim~~30-day oroption ~~annual~~to ~~audited~~purchase, ~~financial~~at ~~statements~~the ~~presented~~public offering inprice ~~accordance~~less ~~with~~underwriting ~~GAAP. Accordingly~~discounts, ~~you~~up ~~should~~to ~~not~~2,250,000 ~~place~~additional ~~undue~~shares ~~reliance~~of onCommon ~~this~~Stock ~~preliminary~~(the ~~data.~~“Option”) ~~See~~and ~~the~~has ~~sections~~agreed ~~titled~~not ~~“Risk~~to sell, ~~Factors”~~transfer ~~and~~or ~~“Cautionary~~otherwise ~~Statement~~dispose ~~Regarding~~of ~~Forward-Looking~~any ~~Statements”~~shares inof Common Stock for a period beginning from the ~~Prospectus~~date ~~Supplement~~of ~~for~~the ~~additional~~Underwriting Agreement and ~~information~~ending ~~regarding~~60 ~~factors~~days ~~that~~after ~~could~~the ~~result~~date inof ~~differences~~the ~~between~~Underwriting Agreement without first obtaining the ~~preliminary~~written ~~estimated~~consent ~~ranges~~of Goldman Sachs & Co. LLC, as representative of the ~~Company’s~~Underwriters, ~~financial and~~subject ~~other~~to ~~data~~certain ~~presented~~exceptions. ~~above~~On ~~and~~January 27, 2026, the ~~actual~~Underwriters ~~financial~~exercised ~~and~~the ~~other~~Option ~~data~~in ~~the~~full, ~~Company~~resulting ~~will~~in ~~report~~additional ~~for~~expected ~~the~~net ~~three~~proceeds ~~months~~to ~~ended~~the ~~December~~Company ~~31,~~of approximately ~~2025~~$21.4 ~~and~~million. ~~the~~The ~~year~~Option ~~ended~~is ~~December~~expected 31to close on or about January 28, ~~2025~~2026.

~~Item~~The Underwriting 7Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions.~~01 Regulation~~ The FDCompany ~~Disclosure~~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.

OnThe foregoing ~~January~~description ~~26,~~is ~~2026,~~qualified ~~the~~in ~~Company~~its ~~issued~~entirety aby ~~press~~reference ~~release announcing that, subject~~ to ~~market conditions, it intends to conduct an underwritten public offering (~~the ~~“Offering”)~~full oftext ~~12,500,000 shares~~ of ~~its common stock, par value $0.001 per share (“Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-292170) filed with~~ the ~~U.S.~~Underwriting ~~Securities and Exchange Commission on December 16~~Agreement, ~~2025,~~ which ~~became~~is ~~automatically~~attached ~~effective~~as ~~upon filing~~Exhibit 1.1 ~~In addition, the Company intends~~ to ~~grant~~this ~~the~~Current ~~underwriters~~Report aon 30Form 8-~~day~~K ~~option to purchase up to an additional 1,875,000 shares of Common Stock, on the same terms~~ and ~~conditions~~incorporated asin ~~the~~this ~~Offering.~~Item ~~A copy of the press release announcing the Offering is furnished as Exhibit 99~~8.~~1 hereto~~01 ~~and is incorporated herein~~ by reference.

~~The~~A ~~information~~copy inof ~~this~~the ~~Current~~legal ~~Report~~opinion onof ~~Form~~Vinson & ~~8-K~~Elkins ~~under Item 2~~L.~~02, Item 7~~L.~~01 and Exhibit 99~~P.1 ~~attached~~relating ~~hereto~~to ~~shall~~the ~~not~~validity ~~be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~issuance and ~~Exchange~~sale ~~Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Common ~~Act”),~~Stock orin ~~otherwise~~the ~~subject~~Offering tois ~~the~~filed ~~liabilities~~as ofExhibit 5.1 ~~that~~to ~~section,~~this ~~nor~~Current ~~shall~~Report iton beForm 8-K ~~deemed~~and ~~incorporated~~is byfiled with reference into, ~~any~~and ~~filing~~is ~~under~~hereby ~~the~~incorporated ~~Securities~~by ~~Act of 1933, as~~reference ~~amended~~into, or the ~~Exchange~~Registration ~~Act, except as expressly set forth by specific referencing in such filing~~Statement.

Item 8 9.01 ~~Other~~. ~~Events~~Financial Statements and Exhibits

On(d) ~~January 26, 2026, the Company provided certain operational updates to potential investors, the relevant excerpts of which are set forth below.~~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).

~~Our~~# ~~PROPWRSM~~Certain ~~Business~~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.

In December 2024, we launched our PROPWRSM business line to serve the growing power demand in the Permian Basin for both traditional oil and gas applications and developing infrastructure opportunities within the market. PROPWRSM deployed its first assets in the field during the third quarter of 2025. On December 11, 2025, PROPWRSM entered into a power supply contract with Coterra Energy to provide turnkey power for the development and installation of distributed microgrids throughout the New Mexico portion of the Permian Basin. Deployment and operations under the contract are expected to begin in the first quarter of 2026. With this and another power supply contract signed since December 12, 2025, as of January 26, 2026, we had total committed capacity of approximately 230 MW with a weighted average contract tenor at commencement of approximately five years and total delivered or on-order generation capacity of approximately 550 MW, split approximately 70% and 30% between high-efficiency reciprocating engine generators and low emissions modular turbines, respectively. We anticipate all ordered units will be delivered by year-end 2027. We continue to actively negotiate additional contracts amid increasing demand for power solutions and to explore various financing alternatives for our power equipment.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.

Item 9.01 Financial Statements and Exhibits

	PROPETRO HOLDING CORP.

Date: January 28, 2026

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

(d) Exhibits

EXHIBIT		DESCRIPTION
99.1		Press Release, dated January 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 26, 2026
	By:	/s/ John J. Mitchell
		John J. Mitchell
		General Counsel and Corporate Secretary

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