PROPETRO HOLDING CORP. (NYSE:PUMP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On March16, 2017, ProPetro Holding Corp. (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) by and among the Company, the selling stockholders
named therein (the Selling Stockholders) and Goldman,
Sachs Co. and Barclays Capital Inc., as representatives of the
several underwriters named therein (the Underwriters),
providing for the offer and sale (the Offering), and the
purchase by the Underwriters, of 25,000,000 shares (the Firm
Shares) of the Companys common stock, $0.001 par value (the
Common Stock), 13,250,000 of which are to be sold by the
Company (the Company Firm Shares) and 11,750,000 of which
are to be sold by the Selling Stockholders (the Selling
Stockholder Firm Shares), at a price to the public of $14.00
per share ($13.181 per share, net of the underwriting discount).
to the Underwriting Agreement, the Selling Stockholders granted
the Underwriters an option for a period of 30 days to purchase up
to an aggregate of an additional 3,750,000 shares (the
Optional Shares) of Common Stock at the same price per
share.

The material terms of the Offering are described in the
prospectus, dated March16, 2017 (the Prospectus), filed by
the Company with the United States Securities and Exchange
Commission (the Commission) on March20, 2017 to
Rule424(b)(4)under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with the
Commission to a Registration Statement on FormS-1, as amended
(File No.333-215940), initially filed by the Company with the
Commission on February8, 2017.

The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Company and the Selling Stockholders have 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 in respect
of those liabilities.

The Offering is expected to close on March22, 2017. As described
in the Prospectus, the Company intends to use net proceeds of
approximately $171.0 million from the Offering of the Company
Firm Shares, after deducting underwriting discounts, commissions
and estimated offering expenses, as follows: (i)approximately
$71.8 million will be used to repay borrowings outstanding under
the Companys term loan, (ii)approximately $63.6 million will be
used to fund the purchase of additional hydraulic fracturing
units, and (iii)approximately $35.6 million will be retained for
general corporate purposes. The Company will not receive any net
proceeds from the sale of the Selling Stockholder Firm Shares or
the Optional Shares.

The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as
Exhibit1.1 to this Current Report on Form8-K and incorporated
into this Item 1.01 by reference.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

First Amendment to Certificate of
Incorporation

On March16, 2017, the Certificate of Amendment to the Certificate
of Incorporation of the Company became effective (the
Amendment) and provided for a 1.45 for 1 stock split.

The foregoing description of the Amendment is not complete and is
qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit3.1 to this Current Report on
Form8-K and is incorporated into this item 5.03 by reference.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits

About PROPETRO HOLDING CORP. (NYSE:PUMP)

ProPetro Holding Corp. is an oilfield services company. The Company provides hydraulic fracturing and other complementary services to upstream oil and gas companies, which are engaged in the exploration and production (E&P) of North American unconventional oil and natural gas resources. The Company operates through seven segments: hydraulic fracturing, cementing, acidizing, coil tubing, flowback, surface drilling and Permian drilling. Its pressure pumping segment includes cementing and acidizing operations. The Company’s operations are focused in the Permian Basin. As of December 31, 2016, the Company’s fleet consisted of 10 hydraulic fracturing units with an aggregate of 420,000 hydraulic horsepower (HHP).

PROPETRO HOLDING CORP. (NYSE:PUMP) Recent Trading Information

PROPETRO HOLDING CORP. (NYSE:PUMP) closed its last trading session down -0.37 at 13.99 with shares trading hands.