PUMP · ProPetro Holding Corp.

ProPetro Holding Corp. is pursuing a strategic capital raise through a $500 million private placement of Convertible Senior Notes due 2031, targeting qualified institutional buyers under Rule 144A, with a potential $75 million overallotment option. This unsecured senior debt will bear semi-annual interest, mature on November 15, 2031, and includes standard conversion, redemption after May 15, 2029 (if stock price exceeds 130% of conversion price), and fundamental change repurchase rights. To mitigate dilution from conversions, the company plans capped call transactions covering the underlying shares, funded partly by proceeds, with counterparties likely to hedge via stock derivatives and purchases around pricing, potentially impacting share price volatility. Remaining proceeds support general corporate needs, notably growth in power generation equipment, aligning with operational expansion in completion services for unconventional oil and gas. Concurrently, Amendment No. 4 to the ABL Credit Facility significantly enhances liquidity: revolving commitments rise to $350 million (from prior levels), maturity extends to May 2031 (with springing 91-day prior maturity on certain debt), and adds an uncommitted $150 million accordion. Critically, power generation equipment joins the borrowing base (capped at 35%, advanced at lesser of 90% book or 80% NOLV), interest margins 1.50-2.00% over term SOFR, and expanded debt baskets including $690 million for convertibles. As of May 1, 2026, $154 million cash and $150.8 million borrowing base (up from $143.8 million at March 31) provide a solid pre-offering liquidity position. This dual financing optimizes the capital structure, bolsters working capital for growth, and signals confidence in power generation investments amid oilfield service demands.