| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
ProPetro Holding Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
One Marienfeld Place, 110 N. Marienfeld Street, Suite 300, Midland,
TEXAS
, 79701. |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 ("Amendment No. 2") is being filed by Exxon Mobil Corporation ("Exxon Mobil"), Pioneer Natural Resources Company ("Pioneer"), Pioneer Natural Resources USA, Inc. ("Pioneer USA") and Pioneer Natural Resources Pumping Services LLC ("Pioneer Pumping Services" and, together with Exxon Mobil, Pioneer and Pioneer USA, the "Reporting Persons"), and amends the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 7, 2019, as amended by Amendment No. 1 filed on May 3, 2024 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment No. 2, the "Schedule 13D"), by Pioneer, Pioneer USA and Pioneer Pumping Services relating to shares of common stock, par value $0.001 per share ("Common Stock"), of ProPetro Holding Corp., a Delaware corporation (the "Issuer"). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Original Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 is hereby amended and supplemented to include the updated Annex A hereto, which is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented to include the following:
On May 20, 2026, the Reporting Persons monetized their investment via a sale of 16,600,000 shares of Common Stock of the Issuer in a block trade pursuant to Rule 144 of the Securities Act of 1933, at a price of $16.66 per share. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (b) | The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | Except as set forth in Item 4 of this Amendment No. 2, which information is incorporated by reference into this Item 5(c), the Reporting Persons have not effected any transactions of the Common Stock during the 60 days preceding the date of this report. |
| (e) | On May 20, 2026, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended and supplemented to include the following:
99.6 Annex A |
