8-K

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): December 15, 2022

ProPetroHolding Corp.

(Exact name ofregistrant 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.)
1706 S. Midkiff<br><br> <br>Midland, TX	79701
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(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> York Stock Exchange

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

Emerging growth company ¨

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

Item 5.02	Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

Newton W. (“Trey”) Wilson III

On December 15, 2022, Newton W. (“Trey”) Wilson III resigned as General Counsel and Corporate Secretary of ProPetro Holding Corp. (the “Company”), effective as of December 31, 2022.

John J. (“Jody”) Mitchell

On December 15, 2022, John J. (“Jody”) Mitchell, currently the Vice President and Deputy General Counsel of the Company, was appointed as General Counsel and Corporate Secretary of the Company, effective as of January 1, 2023. Following the effectiveness of Mr. Mitchell’s appointment as General Counsel and Corporate Secretary he will become a participant in the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan (the “Severance Plan”) as a “Tier 2 Executive” (within the meaning of the Severance Plan). On December 15, 2022, Mr. Mitchell entered into a participation agreement under the Severance Plan reflecting his participation and Tier designation, which agreement will be effective January 1, 2023. The foregoing description is not complete and is qualified in its entirety by reference to Mr. Mitchell’s participation agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Mr. Mitchell, age 40, has served as the Company’s Vice President and Deputy General Counsel since April 2021. Prior to joining the Company, Mr. Mitchell served in various roles at Concho Resources Inc., a hydrocarbon exploration company acquired by ConocoPhillips in 2021, from 2014 to 2021, including Director of Marketing and Midstream and, prior to that, Associate General Counsel. Mr. Mitchell began his career as an associate at Locke Lord Bissell & Liddell LLP, where he concentrated on oil, gas and energy litigation and construction litigation. Mr. Mitchell holds a Bachelor of Arts from the University of Texas and a Juris Doctor from the University of Houston Law Center.

There are no understandings between Mr. Mitchell and any other persons pursuant to which he was selected to serve as the Company’s General Counsel and Corporate Secretary. There are no family relationships between Mr. Mitchell and any director or executive officer of the Company.

Item 7.01	Regulation FD Disclosure.

On December 19, 2022, the Company issued a press release announcing the management changes discussed herein. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished with this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
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Exhibit Number	Description of Exhibit
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10.1	Form of Participation Agreement pursuant to the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020).
99.1	Press<br>release dated December 19, 2022.
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)

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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:<br>December 19, 2022	By:	/s/ David S. Schorlemer
		David S. Schorlemer
		Chief Financial Officer

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Exhibit 99.1

ProPetro Announces General Counsel Transition

MIDLAND, Texas – December 19, 2022 – ProPetro Holding Corp. ("ProPetro" or the “Company") (NYSE: PUMP) today announced the appointment of John J. (“Jody”) Mitchell as General Counsel and Corporate Secretary, effective January 1, 2023. Mr. Mitchell, who currently serves as Vice President and Deputy General Counsel of ProPetro, will succeed Newton W. (“Trey”) Wilson III, who will retire, effective December 31, 2022.

Sam Sledge, ProPetro Chief Executive Officer, said, “We are pleased to announce Jody’s appointment as ProPetro’s next General Counsel. Jody has quickly become a valuable member of the ProPetro leadership team with his significant legal expertise, commercial acumen, leadership capabilities, and well-rounded experience in our industry. I’m excited to continue working alongside Jody as we focus on executing our strategy and delivering value to our shareholders.”

Mr. Sledge added, “On behalf of the entire Board and management team, I want to thank Trey for the significant contributions he has made to our company over the past three years. During his tenure, Trey helped ProPetro successfully navigate some of the most challenging moments in our history, including a global pandemic. Throughout, he led our legal department with the utmost integrity and commitment while also mentoring and advising many leaders across our business. We are grateful for his leadership and wish him all the best in his retirement.”

“It has been a privilege to work with one of the most dedicated and talented teams in the business, and I could not be prouder of what we have accomplished together,” said Mr. Wilson. “With Jody assuming the role, I am confident in the continued execution of our long-term succession plan and I look forward to watching the Company’s continued success for years to come.”

Mr. Mitchell commented, “I am honored to be named General Counsel at a time of such strength and momentum for ProPetro. I look forward to working with Sam and the rest of the team as we continue to execute on the opportunities ahead for ProPetro.”

About Jody Mitchell

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Mr. Mitchell brings more than 15 years of legal experience in the oil and gas industry. Prior to joining ProPetro in 2021 as Vice President and Deputy General Counsel, he served in a number of senior roles at Concho Resources, including as Director of Marketing and Midstream and Associate General Counsel. He began his career as an Associate at Locke Lord Bissell & Liddell LLP, concentrating on oil, gas and energy litigation and construction litigation. Mr. Mitchell received a Bachelor of Arts from The University of Texas at Austin and a Juris Doctor from the University of Houston.

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About ProPetro

ProPetro Holding Corp. is a Midland, Texas-based oilfield services company providing completions services to leading upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. For more information visit www.propetroservices.com.

Forward-Looking Statements

Except for historical information containedherein, the statements and information in this news release are forward-looking statements that are made pursuant to the Safe HarborProvisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or referto future events or conditions or that include the words “may,” “could,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressionsthat are predictions of, or indicate, future events and trends and that do not relate to historical matters identify forward-lookingstatements. Our forward-looking statements include, among other matters, statements about our business strategy, industry, future profitability,expected fleet utilization, sustainability efforts, the future performance of newly improved technology, expected capital expendituresand the impact of such expenditures on our performance and capital programs. A forward-looking statement may include a statement of theassumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faithand that they are reasonable.

Although forward-looking statements reflectour good faith beliefs at the time they are made, forward-looking statements are subject to a number of risks and uncertainties that maycause actual events and results to differ materially from the forward-looking statements. Such risks and uncertainties include the volatilityof oil prices, the operational disruption and market volatility resulting from the COVID-19 pandemic, the global macroeconomic uncertaintyrelated to the Russia-Ukraine war, and other factors described in the Company's Annual Report on Form 10-K and Quarterly Reports on Form10-Q, particularly the “Risk Factors” sections of such filings, and other filings with the Securities and Exchange Commission(the “SEC”). In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impacton it, including matters related to shareholder litigation. Accordingly, no assurances can be given that the actual events and resultswill not be materially different than the anticipated results described in the forward-looking statements. Readers are cautioned not toplace undue reliance on such forward-looking statements and are urged to carefully review and consider the various disclosures made inthe Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the SEC from time to time thatdisclose risks and uncertainties that may affect the Company’s business. The forward-looking statements in this news release aremade as of the date of this news release. ProPetro does not undertake, and expressly disclaims, any duty to publicly update these statements,whether as a result of new information, new developments or otherwise, except to the extent that disclosure is required by law.

Investor Contacts:

David Schorlemer

Chief Financial Officer

david.schorlemer@propetroservices.com

432-227-0864

Matt Augustine

Senior Manager - Corporate Development & Investor Relations

matt.augustine@propetroservices.com

432-848-0871