PROPETRO HOLDING CORP. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Results of Operations and Financial Condition, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On November 1, 2022, ProPetro Holding Corp. (the "ProPetro" or "Company")
completed the acquisition (the "Silvertip Acquisition") of all of the
outstanding limited liability company interests of Silvertip Completion Services
Operating, LLC, a wireline services company, pursuant to that certain purchase
and sale agreement (the "Purchase Agreement") dated November 1, 2022, between
the Company and New Silvertip Holdco, LLC (the "Seller"). The total
consideration for the Silvertip Acquisition consisted of the issuance of 10.1
million shares of ProPetro common stock, $30 million of cash, the payoff of
approximately $7 million of assumed debt, and certain other transaction costs,
subject to customary post-closing adjustments, which implies a value of $150
million based upon a 15-day volume weighted average price ("VWAP") of ProPetro's
stock price as of October 27, 2022.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Registration Rights and Lock-Up Agreement

In connection with the Silvertip Acquisition, the Company entered into a
Registration Rights and Lock-Up Agreement, dated as of November 1, 2022 (the
"Registration Rights Agreement"), with the Seller, pursuant to which the Company
must file a shelf registration statement as soon as practicable, but in any
event within three business days after the closing of the Silvertip Acquisition.
The Seller and certain of its affiliates will also have the right to demand that
the Company undertake an underwritten offering of shares comprising the Stock
Consideration so long as the minimum market price of the shares to be included
in the offering is $30 million, subject to certain other limitations. In
addition, the Seller and certain of its affiliates will have certain "piggyback"
rights if the Company or certain other holders of the Company's common stock
undertakes an underwritten offering, subject to customary cutbacks.

Pursuant to the terms of the Registration Rights Agreement, Seller agreed,
subject to certain customary exceptions, not to, directly or indirectly, sell,
offer or agree to sell, or otherwise transfer, or loan or pledge, through swap
or hedging transactions, or grant any option to purchase, make any short sale or
otherwise dispose of 90% of the shares comprising the Stock Consideration for
specified periods of time ranging from six to eighteen months following the
closing of the Silvertip Acquisition, as described in the Registration Rights
Agreement.

The foregoing description of the Registration Rights Agreement is not complete
and is qualified in its entirety by reference to the full text of the
Registration Rights Agreement, which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated into this Item 1.01 by reference.

Pressure Pumping Services Agreements

On October 31, 2022, ProPetro Services, Inc. ("ProPetro Services"), a wholly
owned subsidiary of the Company, entered into (i) a certain Pressure Pumping
Services Agreement - Fleet One Simulfrac (the "Fleet One Pressure Pumping
Services Agreement") and (ii) a certain Pressure Pumping Services Agreement -
Fleet Two (the "Fleet Two Pressure Pumping Services Agreement" and, together
with the Fleet One Pressure Pumping Services Agreement, the "Pressure Pumping
Services Agreements") with Pioneer Natural Resources USA, Inc. ("Pioneer"),
pursuant to which ProPetro Services will provide pressure pumping services to
Pioneer. Pursuant to the Pressure Pumping Services Agreements, ProPetro Services
will deliver and dedicate hydraulic fracturing fleets to provide fracture
stimulation pumping services and provide associated products in connection with
such services. Pioneer will pay ProPetro Services a service fee invoiced by well
and calculated based on the equipment and other services provided to Pioneer.

The Fleet One Pressure Pumping Services Agreement will be effective as of . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K under
the heading "Purchase and Sale Agreement" is incorporated into this Item 2.01 by
reference.

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2022, the Company issued a press release announcing its results
for the quarter ended September 30, 2022. The full text of the press release
issued in connection with the announcement is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

On November 1, 2022, the Company posted an investor presentation to its website pertaining to the financial and operational results for the quarter ended September 30, 2022. The presentation is posted on the Company's website at ir.propetroservices.com/presentations and attached hereto as Exhibit 99.2.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the Purchase Agreement and the issuance of the Stock
Consideration contemplated thereunder set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated into this Item 3.02 by reference. The shares
comprising the Stock Consideration issued in the Silvertip Acquisition have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon an exemption from registration provided by Section
4(a)(2) of the Securities Act for transactions by an issuer not involving any
public offering. The Company's reliance upon Section 4(a)(2) of the Securities
Act was based upon the following factors: (a) the issuance of the shares was an
isolated private transaction by the Company that did not involve a public
offering, (b) there was only one recipient and (c) representations from the
Seller to support such exemption, including with respect to the Seller's status
as an "accredited investor" (as that term is defined in Rule 501(a) of
Regulation D promulgated under Section 4(a)(2) of the Securities Act).

Item 3.03 Material Modifications to Rights of Security Holders.

The information provided in Item 1.01 of this Current Report on Form 8-K under
the heading "Registration Rights and Lock-Up Agreement" is incorporated into
this Item 3.03 by reference.

Item 7.01 Regulation FD Disclosure.

On November 1, 2022, the Company issued a press release announcing the execution
of the Purchase Agreement and the completion of the Silvertip Acquisition. A
copy of the press release is furnished as Exhibit 99.3 hereto.

The information furnished with this report, including Exhibit 99.1, Exhibit 99.2
and Exhibit 99.3, shall not be deemed to be "filed" for 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, nor shall it be deemed to
be incorporated by reference into any other filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

    Exhibit
     Number                                        Description of Exhibit

      2.1*               Purchase and Sale Agreement, dated as of     November 1, 2022    , by and
                       between the Company and New Silvertip Holdco, LLC.
      4.1*               Registration Rights and Lock-Up Agreement, dated

as of November 1,

                       2022    , by and between the Company and New 

Silvertip Holdco, LLC.

     10.1*               Pressure Pumping Services Agreement - Fleet One

Simulfrac, dated as of

October 31, 2022, but effective as of January 1, 

2023, between Pioneer Natural

Resources USA, Inc. and ProPetro Services, Inc.
     10.2*               Pressure Pumping Services Agreement - Fleet Two, 

dated as of October 31,

                       2022, but effective as of January 1, 2023, between 

Pioneer Natural Resources

USA, Inc. and ProPetro Services, Inc.
      99.1               Press release announcing third quarter 2022 

results, dated November 1,

                       2022    .
      99.2               Investor presentation, dated November 1, 2022.
      99.3               Press release announcing Silvertip Acquisition, 

dated November 1, 2022.

      104              Cover Page Interactive Data File. The cover page 

XBRL tags are embedded within

                       the inline XBRL document (contained in Exhibit 101).



*  Schedules and similar attachments have been omitted pursuant to Regulation
S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any
omitted schedule or attachment to the Securities and Exchange Commission upon
request.

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