What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-03-05 · 34 added, 89 removed, 163 unchanged (43% of the section changed)

16 unchanged sentences

The Company intends to continually improve and refine its internal controls.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our internal control over financial reporting as of December 31, 2020 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our internal cont rol over financial reporting as of December 31, 2021 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management believes that ProPetro Holding Corp.

maintained effective internal control over financial reporting as of December 31, 2021.

The independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2020, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 53.

The independent registered public accounting firm, Deloitte & Touche LLP , Houston, Texas, United States , Auditor Firm ID # 34 , has audited the consolidated financial statements as of and for the year ended December 31, 2021, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this Annual Report under Part II, Item 8 above.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

34 unchanged sentences

10.1 Credit Agreement, dated as of March 22, 2017 by and among ProPetro Holding Corp., ProPetro Services, Inc., Barclays Bank PLC, as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and each of the Lenders from time to time party thereto (incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 28, 2017).

10.2# Employment Agreement, dated April 17, 2013, by and between ProPetro Holding Corp.

and Dale Redman (incorporated by reference herein to Exhibit 10.3 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.3# Employment Agreement, dated April 17, 2013, by and between ProPetro Holding Corp.

and David Sledge (incorporated by reference herein to Exhibit 10.4 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.4# Employment Agreement, dated April 17, 2013, by and between ProPetro Holding Corp.

and Jeffrey D.

Smith (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.2# Stock Option Plan of ProPetro Holding Corp., dated March 4, 2013 (incorporated by reference herein to Exhibit 10.6 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

5 unchanged sentences

10.5# Non‑Qualified Stock Option Agreement, dated June 14, 2013, by and between ProPetro Holding Corp.

and Dale Redman (incorporated by reference herein to Exhibit 10.9 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.9# Non‑Qualified Stock Option Agreement, dated June 14, 2013, by and between ProPetro Holding Corp.

and David Sledge (incorporated by reference herein to Exhibit 10.10 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.10# Non‑Qualified Stock Option Agreement, dated June 14, 2013, by and between ProPetro Holding Corp.

and Jeffrey Smith (incorporated by reference herein to Exhibit 10.11 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.11# Non‑Qualified Stock Option Agreement, dated June 14, 2013, by and between ProPetro Holding Corp.

and Spencer D.

2 unchanged sentences

10.6# Non‑Qualified Stock Option Agreement, dated July 19, 2016, by and between ProPetro Holding Corp.

and Dale Redman (incorporated by reference herein to Exhibit 10.13 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.13# Non‑Qualified Stock Option Agreement, dated July 19, 2016, by and between ProPetro Holding Corp.

and David Sledge (incorporated by reference herein to Exhibit 10.14 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.14# Non‑Qualified Stock Option Agreement, dated July 19, 2016, by and between ProPetro Holding Corp.

and Jeffrey D.

Smith (incorporated by reference herein to Exhibit 10.15 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.15# Non‑Qualified Stock Option Agreement, dated July 19, 2016, by and between ProPetro Holding Corp.

and Spencer D.

10 unchanged sentences

10.10# Form of ProPetro Holding Corp.

2017 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement (incorporated by reference h erein to Exhibit 10.22 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.

2017 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement (incorporated by reference herein to Exhibit 10.22 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.

333-215940)).

2 unchanged sentences

333-215940)).

10.21# Amendment to Employment Agreement, dated April 17, 2013, by and between ProPetro Holding Corp.

and Dale Redman (incorporated by reference herein to Exhibit 10.24 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.

333-215940)).

10.12# 2017 Form of ProPetro Holding Corp.

9 unchanged sentences

10.17# 2020 Form of ProPetro Holding Corp.

2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Holderness) (incorporated by reference herein to Exhibit 10.29 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.28# 2019 Form of ProPetro Holding Corp.

2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Holderness) (incorporated by reference herein to Exhibit 10.30 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.29#(a) 2020 Form of ProPetro Holding Corp.

2020 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors).

10.30# Separation and General Release Agreement, dated August 30, 2019, by and between Mark Howell and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated August 30, 2019).

10.31# Separation Agreement and Mutual Release, dated October 4, 2019, by and between Ian Denholm and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.6 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).

10.32# Separation Agreement and Release, dated December 17 , 2020, by and between David Sledge and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated December 21 , 2020).

10.33# Separation Agreement and Mutual Release, dated October 23, 2020, by and between Darin G.

Holderness and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020) .

10.34# Separation Agreement and Release, dated March 13, 2020 by and between Dale Redman and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 16, 2020).

(incorporated by reference herein to Exhibit 10.29 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2020).

10.18# Letter Agreement, dated October 4, 2019, by and between Phillip Gobe and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).

10.36# Letter Agreement, dated October 4, 2019, by and between Dale Redman and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019) .

10.37# Letter Agreement, dated October 4, 2019, by and between Darin G.

Holderness and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.3 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).

10.38# Letter Agreement, dated October 4, 2019, by and between Jeffrey Smith and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).

10.39# Letter Agreement, dated March 13, 2020, by and between Jeff re y D.

Smith and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 16, 2020).

10.19# ProPetro Services, Inc.

7 unchanged sentences

Executive Incentive Bonus Plan (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated February 18, 2020).

10.44# Employment Agreement, dated September 25, 2019, by and between ProPetro Holding Corp.

and Newton W.

Wilson III (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

10.23# Amendment No.

11 unchanged sentences

10.29# ProPetro Services, Inc.

Second Amen ded and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.

4 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26 , 2020).

Second Amended and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.4 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020).

10.30# Form of Participation Agreement pursuant to the ProPetro Services, Inc.

Sec ond Amended and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020).

Second Amended and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020).

10.31 Waiver to Credit Agreement, dated as of March 17, 2020 by and among ProPetro Holding Corp., ProPetro Services, Inc., Barclays Bank PLC, as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and each of the Lenders from time to time party thereto (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 23, 2020).

3 unchanged sentences

Wilson III and ProPetro Services, Inc.

(incorporated by reference herein to Exhibit 10.

51 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.56# Letter Agreement, dated April 9, 2020, by and between David Sledge and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.3 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated April 10, 2020).

(incorporated by reference herein to Exhibit 10.51 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.34# Amended and Restated ProPetro Holding Corp.

4 unchanged sentences

2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Employees) (incorporated by reference herein to Exhibit 10.55 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.37# 2021 Form of ProPetro Holding Corp.

2020 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees) (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

10.38# 2021 Form of ProPetro Holding Corp.

2020 Long Term Incentive Plan Performance Share Unit Grant Notice and Performance Share Unit Agreement (incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

10.39# Participation Agreement pursuant to the ProPetro Services, Inc.

A mended and Re stated Executive Severance Plan, dated April 10, 2020, by and between Darin G.

Holderness and ProPetro Services, Inc.

(incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated April 10, 2020).

Second Amended and Restated Executive Severance Plan, dated July 28, 2021, by and between Newton W.

Wilson III and ProPetro Services, Inc (incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated July 27, 2021).

21.1(a) List of Subsidiaries of ProPetro Holding Corp.

17 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 5, 2021.

ProPetro Holding Corp.

/s/ Phillip A.

Chief Executive Officer and Chairman of the Board

/s/ Samuel D.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities indicated on the date indicated.

/s/ Phillip A.

Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

March 5, 2021

/s/ Samuel D.

Chief Executive Officer and Director (Principal Executive Officer)

February 25, 2022

Chief Financial Officer (Principal Financial Officer)

March 5, 2021

February 25, 2022

/s/ Elo Omavuezi

Chief Accounting Officer (Principal Accounting Officer)

March 5, 2021

February 25, 2022

/s/ Phillip A.

Executive Chairman of the Board February 25, 2022

/s/ Spencer D.

March 5, 2021

February 25, 2022

/s/ Mark Berg

March 5, 2021

February 25, 2022

/s/ Anthony Best

March 5, 2021

February 25, 2022

Larry Lawrence

/s/ Michele V.

March 5, 2021

February 25, 2022

Larry Lawrence

/s/ Michele Vion

February 25, 2022

/s/ Jack Moore

March 5, 2021

February 25, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures