ProPetro Holding Corp

:#00000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the risks and uncertainties discussed in Part I, "Item 1A. Risk Factors" of this Annual Report. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected.

Our business is subject to the following principal risks and uncertainties:

Risks Inherent in Our Business and Industry

Our business and financial performance depends on the historically cyclical oil and natural gas industry and particularly on the level of capital spending andof exploration and production (EP) activitycompanies within the United States and in the Permian Basin, and a decline in prices for oil and natural gas may cause fluctuation in operating results or otherwise have an adverse effect on our revenue, cash flows, profitability and growth.

The cyclical nature of the oil and natural gas industry may cause our operating results to fluctuate.

The majority of our operations are located in the Permian Basin, making us vulnerable to risks associated with operating in one major geographic area.

The Inflation Reduction Act of 2022 ("IRA 2022") and actions taken by the United States and other countries on climate change or to transition away from fossil fuels coul) could accelerate the transition to a low carbon economy and could impose new costs on our customers operations.

The COVID-19 pandemic has negatively impacted crude oil prices and demand for our products and services in recent years, and may negatively impact crude oil prices and demand for our products and services in the future.

Our Our business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry.

Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms, or at all, which could limit our ability to grow.

Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.

Our indebtedness and liquidity needs could restrict our operations and make us more vulnerable to aadverse economicly affect our financial conditions.

Restrictions in our ABL Credit Facility (as defined herein) and any future financing agreements may limit our ability to finance future operations or capital needs or capitalize on potential acquisitions and other business opportunities.

We may record losses or impairment charges related to goodwill and long-lived assets, including intangible assets.

Our operations are subject to unforeseen interruptions and hazards inherent in the oil and natural gas industry, for which we may not be adequately insured and which could cause us to lose customers and substantial revenue.

A terrorist attack, armed conflict or political or civil unrest could harm our business.

We are sumay be subject to claims for personal injury and property damage, which could materially affect our financial condition and results of operations.

We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

We may grow through acquisitions and o/or internal expansion, and our failure to properly plan and manage those acquisitionssuch growth may adversely affect our performance.

We may be adversely affected by the effects of inflation.

Risks Related to Customers, Suppliers and Competition

Reliance upon a few large customers may adversely affect our revenue and operating results.

iii

We face significant competition that may cause us to lose market share, and competition in our industry has intensified during theas a recent sult of customer consolidation and industry downturns.

We are exposed to the credit risk of our customers, and any material nonpayment or nonperformance by our customers could adversely affect our business, results of operations and financial conditions.

Our business depends upon the ability to obtain specialized equipment, parts and key raw materials, including sand and chemicals, from thirdparty suppliers, and we may be vulnerable to delayed deliveries and future price increases.

iii

We may be required to pay fees to certain of our sand suppliers (the Sand Suppliers) based on minimum volumes under long-term contracts regardless of actual volumes received.

Risks Related to Employees

We rely on a few key employees whose absence or loss could adversely affect our business.

If we are unable to employ a sufficient number of skilled and qualified workers, our capacity and profitability could be diminished and our growth potential could be impaired.

Risks Related to Regulatory Matters

We are subject to environmental laws and regulations, and future compliance, claims, and liabilities relating to such matters may have a material adverse effect on our results of operations, financial position or cash flows.

Our and our customers operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we provide.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

Increased attention to environmental, social and governance (ESG) matters, conservation measures, commercial development and technological advances could reduce demand for oil and natural gas and our services.

Certain of our completion services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water. Restrictions on our or our customers ability to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.

Risks Related to our Tax Matters

Our ability to use our net operating loss carryforwards (NOLs) may be limited.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could adversely affect our operating results and cash flows.

Risks Inherent to an Investment in our Common Stock

We have identified a material weakness are subject to certain our internal control over financial reporting with regard to segregarequirements of Section 404 of the Sarbanes-Oxley Act (Section of certain accounting duties and management review controls. We may 404). If we or our auditors identify additionalnd report material weaknesses in the future or otherwise fail to maintain an effective system of inteinternal controls, which may result in material misstatements of our f over financial statements, cause us to fail to meet our rreporting obligations,, our investors may lose confidence in our financial reportinged information, and our stock price may decline as a resultbe negatively affected.

Certain provisions of our certificate of incorporation, and bylaws, as well as Delaware law, may discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our business could be negatively affected as a result of the actions of activist shareholders.

Our certificcertificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders ability to pursue actions in another judicial forum for disputes with us or our directors, officers, employees or agents.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

iv

PART I