Amendment: SEC Form SCHEDULE 13D/A filed by ProPetro Holding Corp.
$PUMP
Oilfield Services/Equipment
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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ProPetro Holding Corp. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
74347M108 (CUSIP Number) |
James R. Chapman
Exxon Mobil Corporation, 22777 Springwoods Village Parkway
Spring, TX, 77389
972-940-6000
Exxon Mobil Corporation, 22777 Springwoods Village Parkway
Spring, TX, 77389
972-940-6000
Ferrell M. Keel
Jones Day, 2727 North Harwood Street
Dallas, TX, 75201
214-220-3939
Jones Day, 2727 North Harwood Street
Dallas, TX, 75201
214-220-3939
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/18/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 74347M108 |
| 1 |
Name of reporting person
Exxon Mobil Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): | 74347M108 |
| 1 |
Name of reporting person
Pioneer Natural Resources Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 1: Pioneer Natural Resources Company, a Delaware corporation ("Pioneer"), is a direct wholly owned subsidiary of Exxon Mobil Corporation ("Exxon Mobil").
SCHEDULE 13D
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| CUSIP Number(s): | 74347M108 |
| 1 |
Name of reporting person
Pioneer Natural Resources USA, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 1: Pioneer Natural Resources USA, Inc., a Delaware corporation ("Pioneer USA"), is a direct wholly owned subsidiary of Pioneer.
SCHEDULE 13D
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| CUSIP Number(s): | 74347M108 |
| 1 |
Name of reporting person
Pioneer Natural Resources Pumping Services LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 1: Pioneer Natural Resources Pumping Services LLC, a Delaware limited liability company ("Pioneer Pumping Services" and, together with Exxon Mobil, Pioneer and Pioneer USA, the "Reporting Persons"), is a direct wholly owned subsidiary of Pioneer USA.
SCHEDULE 13D
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| 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 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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