ProPetro (PUMP) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with resilient financial performance and strategic expansion into the PROPWRSM power generation business, which scaled to 550MW of capacity and secured contracts across oil & gas, industrial, and data center markets.

• The company maintained strong operational discipline in a challenging completions market, focusing on cost control, capital allocation, and safety, while investing in growth and technological innovation.

• Dedicated financing arrangements and an equity offering in early 2026 provided over $500 million in available capital to support PROPWRSM investments and future growth.

• Leadership transitions included the appointment of a new CFO, with continued emphasis on talent development and succession planning.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors for a one-year term, an advisory say-on-pay vote, approval of the Third Amended and Restated 2020 Long-Term Incentive Plan, and ratification of RSM US LLP as independent auditor for 2026.

• The Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Seven of eight director nominees are independent, with a mix of new and experienced members and three nominees being gender or ethnically diverse.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• The roles of Chairman and CEO are separated, with the Chairman qualifying as independent.

• Annual self-evaluations, stock ownership guidelines, and regular executive sessions are in place to ensure effective governance.