ProPetro Holding Corp美股招股说明书(2026-01-26版)

12,500,000 Shares ProPetro Holding Corp.Common Stock We are offering 12,500,000 shares of our common stock, par value $0.001 per share (“common stock”).Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” and the“Company” or similar expressions refer to ProPetro Holding Corp. and its subsidiaries. Our common stock is listed on the New York Stock Exchange under the symbol “PUMP.” The lastreported sales price of our common stock on the New York Stock Exchange on January 23, 2026 was $10.94per share. Investing in our common stock involves risks. See “Risk Factors” on pageS-9. Per ShareTotalPrice to Public$$Underwriting Discounts and Commissions$$Proceeds to ProPetro Holding Corp.$$(1)(2) (1)We refer you to “Underwriting” beginning on pageS-41of this prospectus supplement for additionalinformation regarding underwriting compensation. (2)Before expenses. We have granted the underwriters the option to purchase up to an additional 1,875,000 shares ofcommon stock on the same terms and conditions set forth above within 30days from the date of thisprospectus. Delivery of the shares of common stock will be made on or about, 2026. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Goldman Sachs & Co. LLC TABLE OF CONTENTS PROSPECTUSSUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKS AND TRADE NAMESS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiSUMMARYS-1THE OFFERINGS-4SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATAS-5RISK FACTORSS-9USE OF PROCEEDSS-32DIVIDEND POLICYS-33CAPITALIZATIONS-34CERTAIN ERISA CONSIDERATIONSS-35MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-37UNDERWRITINGS-41LEGAL MATTERSS-47EXPERTSS-47WHERE YOU CAN FIND MORE INFORMATIONS-47INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-48PROSPECTUSDATEDDECEMBER16, 2025ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2RISK FACTORS4WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE5THE COMPANY7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF WARRANTS12PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part contains an accompanying primary base prospectus relating to salesof shares of common stock and other securities by ProPetro Holding Corp. and gives more generalinformation, some of which may not apply to this offering. Generally, when we refer to the prospectus, weare referring to this prospectus supplement and the accompanying base prospectus combined. Unlessotherwise indicated, capitalized terms used but not defined herein have the meaning assigned to them in theregistration statement of which this prospectus supplement forms a part. You should read the entireprospectus supplement, as well as the accompanying base prospectus and the documents incorporated byreference that are described under “Incorporation of Certain Information by Reference” in this prospectussupplement. To the extent that any statement we make in this prospectus supplement is inconsistent withstatements made in the accompanying base prospectus or any documents incorporated by reference herein,you should rely on the information contained in this prospectus supplement, which will be deemed tomodify or supersede those made in the accompanying base prospectus or documents incorporated byreference herein or therein. You should rely only on the information included or incorporated by reference in this prospectussupplement and the accompanying base prospectus prepared by us or on behalf of us or to which we havereferred you. Neither we, the underwriters nor any of our or their representatives have authorized any otherperson to provide you with information different from that included or incorporated by reference in thisprospectus supplement and the accompanying base prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer tosell these securities in any jurisdiction where an offer or sale is not permitted. The information in thisprospectus supplement, and the information in the accompanying base prospectus or contained in anydocument incorporated by reference is accurate only as of the date of such prospectus or documentincorporated by reference, regardless of the time of delivery of this prospectus supplement or any sale ofour common stock. Our business, financial condition, results of operations and prospects may have changedsince that date. This prospectus contains forward-looking statements that are subject to a number of risks anduncertainties, ma