8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 11, 2018 (May 10, 2018)

ProPetro Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38035	26-3685382
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1706 S. Midkiff, Bldg. B Midland, TX	79701
(Address of principal executive offices)	(Zip Code)

(432) 688-0012

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 7.01. Regulation FD Disclosure.

On May 10, 2018, ProPetro Holding Corp. issued a press release announcing the pricing of its secondary common stock offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated May 10, 2018.

2

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
99.1	Press Release dated May 10, 2018.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 11, 2018

PROPETRO HOLDING CORP.

/s/ Mark Howell

Mark Howell

General Counsel

4

EX-99.1

Exhibit 99.1

ProPetro Holding Corp. Announces Pricing of Secondary Public Offering of Common Stock

MIDLAND, TX, May 10, 2018 — ProPetro Holding Corp. (the “Company”) has announced the pricing of an underwritten public offering of 12,000,000 shares of its common stock by certain selling securityholders (collectively, the “selling securityholders”). The underwriters intend to offer the shares to the public at a price of $19.10 per share.  The selling securityholders have also granted the underwriters a 30-day option to purchase up to an additional 1,800,000 shares of common stock. The Company’s shares of common stock trade on the New York Stock Exchange under the ticker symbol “PUMP.”  The offering is expected to close on May 14, 2018, subject to customary closing conditions.

The gross proceeds from the sale of the shares by the selling securityholders are expected to be approximately $229.2 million. The Company will not receive any proceeds from the sale by the selling securityholders of shares of the Company’s common stock.

Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as joint book-running managers for the offering.

Once it becomes available, potential investors can obtain a copy of the written prospectus supplement and the accompanying base prospectus from:

Goldman Sachs & Co. LLC

Attention: Prospectus Department

200 West Street

New York, NY 10282

Telephone: (866) 471-2526

Facsimile: 212-902-9316

Email: prospectus-ny@ny.email.gs.com

Barclays Capital Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: (888) 603-5847

Email: Barclaysprospectus@broadridge.com

The common stock will be sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (the “SEC”).  The shelf registration statement is available on the SEC’s website at www.sec.gov under the registrant’s name, “ProPetro Holding Corp.” This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of any such state or jurisdiction. This offering may only be made by means of a written prospectus supplement and related base prospectus.

Contacts:

Sam Sledge
Director — Investor Relations

(432) 688-0012

sam.sledge@propetroservices.com