ProPetro Holding Corp. (PUMP): director Kyle Crowley elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2026, the board of directors (the “Board”) of ProPetro Holding Corp. (the “Company”) appointed Kyle Crowley as a director of the Board effective as of October 16, 2026 in connection with an increase in Board size.
Mr. Crowley’s term as director will expire at the 2027 annual meeting of stockholders or until his successor is elected and qualified or his earlier death, resignation or removal. The Board determined that Mr. Crowley meets the independence requirements under the rules of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that he is an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-K, and that there are no transactions between the Company and Mr. Crowley that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Crowley and any other person pursuant to which Mr. Crowley was selected to serve as a director of the Board.
Mr. Crowley will receive the standard non-employee director compensation for his service on the Board as provided in the Company’s Second Amended and Restated Non-Employee Director Compensation Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with Mr. Crowley’s appointment to the Board, the Company entered into an Indemnification Agreement with Mr. Crowley (the “Indemnification Agreement”) pursuant to which the Company will be required to indemnify Mr. Crowley to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance his expenses incurred as a result of any proceeding against him to which he could be indemnified.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.