PUMP

• Net loss was $8 million ($0.07 loss per diluted share), compared to a net loss of $4 million ($0.03 loss per diluted share) in Q1 2026.
• Adjusted EBITDA was $45 million, or 15% of revenue, up 23% from the prior quarter.
• Cash and cash equivalents were $784 million as of June 30, 2026, including proceeds from $690 million convertible senior notes.
• Full-year 2026 capital expenditures guidance was lowered to $525-$595 million, with completions capex reduced to $125-$145 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On May 28, 2026, Alex V. Volkov resigned from ProPetro Holding Corp.'s Board of Directors.
• Volkov was nominated under an Investor Rights Agreement with Pioneer Natural Resources Pumping Services LLC, an Exxon Mobil subsidiary.
• Pioneer sold all its remaining shares of the company on May 20, 2026, and no longer has board designation rights.
• The resignation was not due to any disagreement with management or the board.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The amended plan increases available shares from 10,520,000 to 14,060,000, with all shares available for incentive stock options.
• The plan term is extended to the tenth anniversary of the 2026 Annual Meeting.
• All eight director nominees were elected to serve until the 2027 Annual Meeting.
• Stockholders also approved advisory say-on-pay and ratified RSM US LLP as independent auditor for fiscal 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• The notes mature on November 15, 2031, with an initial conversion rate of 43.1616 shares per $1,000 principal, equivalent to an initial conversion price of about $23.17 per share, a 37.5% premium over the May 4, 2026 closing price of $16.85.
• ProPetro entered into capped call transactions with option counterparties, costing approximately $36.8 million, to reduce potential dilution upon conversion, with an initial cap price of about $29.49 per share.
• The company amended its ABL credit facility on May 4, 2026, extending maturity to May 4, 2031, increasing revolving commitments to $350 million, and adding a $690 million basket for convertible indebtedness.
• The notes were sold to initial purchasers in a private offering under Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A; the offering closed on May 7, 2026.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The company expects to grant initial purchasers an option to buy up to an additional $75 million of notes within 13 days of issuance.
• Proceeds will fund capped call transactions to reduce potential dilution, with the remainder for general corporate purposes including growth capital for power generation equipment.
• The notes will mature on November 15, 2031, accrue interest semi-annually, and be convertible into cash, common stock, or a combination, at ProPetro's election.
• Concurrently, ProPetro will amend its ABL credit facility to extend maturity to May 2031, increase commitments to $350 million, and add a $690 million basket for convertible indebtedness.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Caterpillar will reserve approximately 1.5 gigawatts of incremental power generation equipment, with a minimum aggregate purchase obligation of about $1.1 billion at signing.
• PROPWR has the option to acquire up to an additional approximate 600 megawatts through December 31, 2031.
• If PROPWR fails to order 100% of its purchase obligations in any year, it must pay a fee equal to 75% of the agreed purchase price for the shortfall, with a potential credit of 85% if Caterpillar sells the equipment within 12 months.
• The agreement supports PROPWR's growth, positioning the company to have approximately 2.6 gigawatts of power generation capacity delivered by year-end 2031.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Full-year 2025 total revenue was $1.3 billion, net income was $1 million ($0.01 per diluted share), and Adjusted EBITDA was $208 million.
• Fourth quarter 2025 revenue was $290 million, down from $294 million in the prior quarter, with net income of $1 million ($0.01 per diluted share) versus a net loss of $2 million in Q3.
• PROPWR increased equipment orders to 550 megawatts, with committed capacity of approximately 240 megawatts and a five-year outlook of at least 750 megawatts by 2028 and one gigawatt by 2030.
• The company expects full-year 2026 capital expenditures between $390 million and $435 million, with PROPWR accounting for $250 million to $275 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment increases availability under the Master Agreement by $53,550,000 to fund Equipment Loans for purchasing turbine generator sets and auxiliary equipment.
• Each Equipment Loan has a progress payment phase with interim floating-rate notes that convert to fixed-rate term notes upon meeting milestones.
• The notes are secured by first-lien equipment collateral and are fully and unconditionally guaranteed by ProPetro Holding Corp. and ProPetro Services, Inc.
• The Master Agreement includes customary affirmative and negative covenants, including limitations on further encumbrance of collateral.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits