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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-25 · 41 added, 39 removed, 158 unchanged (34% of the section changed)

4 unchanged sentences

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.

As noted in Management’s Report on Internal Control over Financial Reporting, management’s evaluation of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Silvertip Completion Services Operating, LLC, which was acquired on November 1, 2022.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

We are in the process of integrating Silvertip’s internal controls with our internal controls over financial reporting.

As a result of these integration activities, certain controls will be evaluated and may be changed.

Management’s Report on Internal Control over Financial Reporting

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maintained effective internal control over financial reporting as of December 31, 2022.

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.

Management’s evaluation of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the Silvertip Completion Services Operating, LLC, which was acquired on November 1, 2022 and whose financial statements constitute 13.0% and 2.4% of total assets and revenue, respectively of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

T he 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, 2022, 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

There were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2022, we acquired Silvertip Completion Services Operating, LLC and integrated its financial reporting processes with ours.

Other than such changes, there were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

This information is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which is expected to be filed before the end April 2022.

The information required by Item 10 is incorporated by reference to the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2023.

Executive Compensation

This information is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2022.

The information required by Item 11 is incorporated by reference to the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

This information is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2022.

The information required by Item 12 is incorporated by reference to the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2023.

Certain Relationships and Related Party Transactions, and Director Independence.

This information is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2022.

The information required by Item 13 is incorporated by reference to the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2023.

Principal Accounting Fees and Services

This information is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2022.

The information required by Item 14 is incorporated by reference to the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2023.

Exhibits and Financial Statement Schedules.

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Number Description

2.1 Purchase and Sale Agreement, dated as of November 12, 2018, by and among Pioneer Natural Resources Pumping Services LLC, Pioneer Natural Resources USA, Inc.

and ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 2.1 to ProPetro Holding Corp.’s Current Report on Form 8-K dated December 31, 2018).

3.1 Certificate of Incorporation of ProPetro Holding Corp., as amended March 16, 2017 (incorporated by reference herein to Exhibit 3.1 to ProPetro Holding Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

2.1 Purchase and Sale Agreement, dated as of November 1, 2022, between ProPetro Holding Corp.

and New Silvertip Holdco, LLC (incorporated by reference herein to Exhibit 2.1 to ProPetro Holding Corp.’s Current Report on Form 8-K dated October 31, 2022).

3.1 Amended and Restated Certificate of Incorporation of ProPetro Holding Corp., dated as of June 19, 2019 (incorporated by reference herein to Exhibit 3.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated June 19, 2019).

3.2 Amended and Restated Bylaws of ProPetro Holding Corp.

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and American Stock Transfer & Trust Company, LLC (incorporated by reference herein to Exhibit 4.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated April 14, 2020) .

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# 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.

333-215940)).

10.3# First Amendment to the Stock Option Plan of ProPetro Holding Corp., dated June 14, 2013 (incorporated by reference herein to Exhibit 10.7 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

10.4# Second Amendment to the Stock Option Plan of ProPetro Holding Corp., dated December 2, 2016 (incorporated by reference herein to Exhibit 10.8 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

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

and Spencer D.

Armour, III (incorporated by reference herein to Exhibit 10.12 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

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

and Spencer D.

Armour, III (incorporated by reference herein to Exhibit 10.16 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.

333-215940)).

4.6 R egistration Rights and Lock-Up Agreement, dated as of November 1, 2022 by and between ProPetro Holding Corp.

and New Silvertip Holdco, LLC (incorporated by reference herein to Exhibit 4.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 31, 2022).

10.1# Form of ProPetro Holding Corp.

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2 to Credit Agreement, dated as of December 19, 2018, by and among ProPetro Holding Corp., ProPetro Services, Inc., the Incremental Lenders therein, the Required Lenders and Barclays Bank PLC, as Administrative Agent for the Lenders (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated December 21, 2018).

10.25# Pressure Pumping Services Agreement dated December 31, 2018, between Pioneer Natural Resources USA, Inc.

10.19# Amended and Restated Pressure Pumping Services Agreement, dated March 31, 2022, between Pioneer Natural Resources USA, Inc.

and ProPetro Services, Inc.

(incorporated by reference herein to Exhibit 10.31 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2018).

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 31, 2022).

10.20# Form of Indemnification Agreement for Pioneer Designated Directors (incorporated by reference herein to Exhibit 10.32 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2018).

7 unchanged sentences

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).

10.32 Waiver to Credit Agreement, dated as of June 22, 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 June 23, 2020).

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

Executive Severance Plan, dated March 16, 2020, by and between Newton W.

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).

10.25# Amended and Restated ProPetro Holding Corp.

Non-Employee Director Compensation Policy (incorporated by reference herein to Exhibit 10.53 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).

Non-Employee Director Compensation Policy (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated January 23, 2023).

10.26# 2020 Form of ProPetro Holding Corp.

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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.

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).

10.30# Resignation From Employment, effective as of March 31, 2022, by and between Phillip A.

Gobe, ProPetro Services Inc.

and, solely for purposes set forth therein, ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 31, 2022).

10.31 Restatement Agreement, dated as of April 13, 2022, by and among ProPetro Holding Corp., and ProPetro Services, Inc., Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and each of the Lenders and Letter of Credit Issuers 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 April 13, 2022).

10.32# Pressure Pumping Services Agreement – Fleet One Simulfrac, dated as of October 31, 2022, between Pioneer Natural Resources USA, Inc.

and ProPetro Services, Inc.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 31, 2022).

10.33# Pressure Pumping Services Agreement - Fleet Two, dated as of October 31, 2022, between Pioneer Natural Resources USA, Inc.

and ProPetro Services, Inc.

(incorporated by reference herein to Exhibit 10.

2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 31 , 2022).

10.34# Resignation From Employment, effective as of December 31, 2022, by and between Newton W.

Wilson III, ProPetro Services Inc.

and, solely for purposes set forth therein, ProPetro Holding Corp.

(incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated December 31, 2022) .

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

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/s/ Phillip A.

Executive Chairman of the Board February 25, 2022

Chairman of the Board February 23, 2023

/s/ Spencer D.

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February 23, 2023

/s/ Mary Ricciardello

February 23, 2023

Mary Ricciardello

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