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What changed in ProPetro Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ProPetro Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+558 added−578 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in ProPetro Holding Corp.'s 2025 10-K

558 paragraphs added · 578 removed · 374 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

103 edited+38 added−63 removed83 unchanged
Biggest changeFor more information, see our risk factors titled “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” and “The IRA 2022 could accelerate the transition to a low carbon economy and could impose new costs on our customers’ operations.” Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, for example, in January 2024 the government announced a temporary pause on pending decisions on liquefied natural gas exports to certain countries.
Biggest changeFor more information, see our risk factor titled “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.” Endangered and Threatened Species.
We believe that our substantial market presence in the Permian Basin positions us well to capitalize on drilling, and completion activity and power demand in the region. Our operational focus has primarily been in the Permian Basin's Midland sub-basin, where our customers have operated.
We believe that our substantial market presence in the Permian Basin positions us well to capitalize on drilling, completion activity and power demand in the region. Our operational focus has primarily been in the Permian Basin's Midland sub-basin, where our customers have operated.
Our equipment has been designed to handle the operating conditions commonly encountered in the Permian Basin and the region's increasingly high-intensity well completions (including simultaneous hydraulic fracturing (“Simul-Frac”), which involves fracturing multiple wellbores at the same time), which are characterized by longer horizontal wellbores, more stages per lateral and increasing amounts of proppant per well.
Our completions equipment has been designed to handle the operating conditions commonly encountered in the Permian Basin and the region’s increasingly high-intensity well completions (including simultaneous hydraulic fracturing (“Simul-Frac”), which involves fracturing multiple wellbores at the same time), which are characterized by longer horizontal wellbores, more stages per lateral and increasing amounts of proppant per well.
She also previously held senior human resource and client account management positions at Prudential Financial, Inc., an insurance and investment management company and JP Morgan, a global financial services firm. Prior to joining JP Morgan, Ms. Vion served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms.
She also previously held senior human resource and client account management positions at 11 Prudential Financial, Inc., an insurance and investment management company and JP Morgan, a global financial services firm. Prior to joining JP Morgan, Ms. Vion served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms.
We believe these strategic relationships position us to acquire equipment, parts and materials on a timely and economic basis and allow our dedicated procurement and logistics team to support consistently safe and reliable operations. Wireline We provide wireline and ancillary services on new oil well completions in the Permian Basin.
We believe these strategic relationships position us to acquire equipment, parts and materials on a timely and economic basis and allow our dedicated procurement and logistics team to support consistently safe and reliable operations. 3 Wireline We provide wireline and ancillary services on new oil well completions in the Permian Basin.
Ricciardello currently serves as a director, Audit Committee member and Corporate Governance, Nominating and Sustainability Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy from 2008 to 2021, Noble Corporation from 2003 to 2020, Enlink Midstream from 2014 to 2018, Midstates Petroleum from 2010 to 2013 and U.S.
Ricciardello currently serves as a director, Audit Committee member and Corporate Governance, Nominating and Sustainability Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy from 2008 to 2021, Noble Corporation from 2003 to 2020, Enlink Midstream from 2014 to 2018, Midstates Petroleum from 2010 to 2013 and U.S. Concrete from 2003 to 2010.
With the industry transition to 3 lower emissions equipment and Simul-Frac, in addition to several other changes to our customers' job designs, we believe that our available fleet capacity could decline if we decide to reconfigure our fleets to increase active HHP and backup HHP at wellsites.
With the industry transition to lower emissions equipment and Simul-Frac, in addition to several other changes to our customers' job designs, we believe that our available fleet capacity could decline if we decide to reconfigure our fleets to increase active HHP and backup HHP at wellsites.
Several states and local jurisdictions in which we or our customers operate also have adopted or are considering adopting regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition of hydraulic fracturing fluids.
Elsewhere, several states and local jurisdictions in which we or our customers operate also have adopted or are considering adopting regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition of hydraulic fracturing fluids.
Therefore, governmental agencies or third parties may seek to hold us responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such hazardous substances have been released. NORM.
Therefore, governmental agencies or third parties may seek to hold us responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such hazardous substances have been released. 6 NORM.
From 1997 to 2002 he served as Executive Vice President & General Counsel of American General Corporation, a Fortune 200 diversified financial services company, and oversaw its $27 billion merger with American International Group (“AIG”). Mr.
From 1997 to 2002 he served as Executive Vice President & General Counsel of American General Corporation, a Fortune 200 diversified financial services company, and oversaw its $27 billion merger with American International Group. Mr.
Our employee benefit offerings are designed to meet the varied and evolving needs of our entire workforce across the Company and we believe are consistent with those provided by our peer companies with which we compete for talent.
Our employee benefit offerings are designed to meet the varied and evolving needs of our entire workforce across the Company and we believe they are consistent with those provided by our peer companies with which we compete for talent.
He led the negotiating team for the $65 billion merger 11 with ExxonMobil as well as multiple multibillion-dollar mergers, global divestitures, and cross-border joint ventures. Prior to joining Pioneer, Mr.
He led the negotiating team for the $65 billion merger with ExxonMobil as well as multiple multibillion-dollar mergers, global divestitures, and cross-border joint ventures. Prior to joining Pioneer, Mr.
On December 1, 2023, we consummated the purchase of the assets and operations of Par Five Energy Services LLC (“Par Five”), which provides cementing services in the Delaware Basin in exchange for $25.4 million of cash, including deferred cash consideration of $3.1 million which is payable to Par Five or its beneficiary on June 1, 2025, with interest at 4.0% per annum.
On December 1, 2023, we consummated the purchase of the assets and operations of Par Five Energy Services LLC (“Par Five”), which provides cementing services in the Delaware Basin in exchange for $25.4 million of cash, including deferred cash consideration of $3.1 million which was payable to Par Five or its beneficiary on June 1, 2025, with interest at 4.0% per annum.
The Company provides employees with the ability to participate in health and welfare plans, including medical, dental, life, accidental death and dismemberment and short-term and long-term disability insurance plans. In 2024, as part of our 401(k) plan, we continued to focus on financial wellness education and group and individual consultations for employees as well as encouraging participation in the program.
The Company provides employees with the ability to participate in health and welfare plans, including medical, dental, life, accidental death and dismemberment and short-term and long-term disability insurance plans. In 2025, as part of our 401(k) plan, we continued to focus on financial wellness education and group and individual consultations for employees as well as encouraging participation in the program.
She is also a Texas licensed Certified Public Accountant and earned a CERT Certificate in Cybersecurity from Carnegie Mellon University. We believe that Ms. Ricciardello is well suited to serve as a director based on her accounting and financial expertise and public company board and committee experience. Michele Vion, 65, was appointed to our Board in February 2020. Ms.
She is also a Texas licensed Certified Public Accountant and earned a CERT Certificate in Cybersecurity from Carnegie Mellon University. We believe that Ms. Ricciardello is well suited to serve as a director based on her accounting and financial expertise and public company board and committee experience. Michele Vion, 66, was appointed to our Board in February 2020. Ms.
Muñoz held sales and operations roles at Frac Tech Services and Weatherford International. Since joining ProPetro, Mr. Muñoz has served as the Director of Business Development and Technical Services where he was responsible for overseeing the growth of the hydraulic fracturing operations as well as managing the department’s day-to-day technical services. Mr.
Muñoz held sales and operations roles at Frac Tech Services and Weatherford International. Since joining the Company, Mr. Muñoz has served as the Director of Business Development and Technical Services where he was responsible for overseeing the growth of the hydraulic fracturing operations as well as managing the department’s day-to-day technical services. Mr.
We believe that our employees are a key component of our ability to attract and retain customers as a result of their operational excellence in the field. Some examples of significant programs and initiatives that support our objective of attracting, developing and retaining our diverse and inclusive workforce include: • Opportunity and Engagement.
We believe that our employees are a key component of our ability to attract and retain customers as a result of their operational excellence in the field. Some examples of significant programs and initiatives that support our objective of attracting, developing and retaining our workforce include: • Opportunity and Engagement.
The transition to lower 1 emissions equipment has been challenging for companies in the service industry because of the capital requirements, lack of large-scale deployment of certain new technology such as electric-powered equipment, and the pricing for our services and expected return on invested capital.
The transition to lower emissions equipment has been challenging for companies in the energy service industry because of the capital requirements, lack of large scale deployment of certain new technology such as electric-powered equipment, and the pricing of our services and expected return on invested capital.
We currently have 26 wireline units. Cementing We provide cementing services for completion of new wells and remedial work on existing wells. Cementing services use pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole.
We currently have 28 wireline units. Cementing We provide cementing services for completion of new wells and remedial work on existing wells. Cementing services use pressure pumping equipment to deliver a slurry of liquid cement that is pumped down a well between the casing and the borehole.
Armour’s extensive experience in the energy services industry and his deep knowledge of industry dynamics within the Permian Basin make him well suited to serve as a director. Mark S. Berg, 66 , has served as a member of our Board since 2019. Mr.
Armour’s extensive experience in the energy services industry and his deep knowledge of industry dynamics within the Permian Basin make him well suited to serve as a director. Mark S. Berg, 67 , has served as a member of our Board since 2019. Mr.
Best, 75, has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019. Mr. Best has over 40 years of experience in the energy industry. Mr. Best retired as the Chairman of the board of Newpark Resources in May 2023.
Best, 76, has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019. Mr. Best has over 40 years of experience in the energy industry. Mr. Best retired as the Chairman of the board of Newpark Resources in May 2023.
We also own and operate a fleet of trucks, trailers and other equipment that provide onsite storage and handling of wet sand used in the completion phase of shale wellbores. We provide dedicated equipment, personnel and services that are tailored to meet each of our customer’s needs.
We also own and operate a fleet of trucks, trailers and other equipment that provide onsite storage and handling of wet sand used in the completion phase of shale wellbores. We provide dedicated equipment, personnel and services that are tailored to meet each of our customers’ needs.
Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director. G. Larry Lawrence, 73 , was appointed to our Board in December 2020. Mr.
Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director. G. Larry Lawrence, 74 , was appointed to our Board in December 2020. Mr.
During his 20-year career with Pioneer Natural Resources (“Pioneer”), then an NYSE-listed independent oil and gas exploration and production company, first as Executive Vice President & General Counsel from 2005 to 2014 and then as Executive Vice President, Corporate Operations from 2014 until its merger with ExxonMobil in 2024, he played a key role in transforming the company into a major U.S. shale resource developer.
During his 20-year career with Pioneer, then an NYSE-listed independent oil and gas exploration and production company, first as Executive Vice President & General Counsel from 2005 to 2014 and then as Executive Vice President, Corporate Operations from 2014 until its merger with ExxonMobil in 2024, he played a key role in transforming the company into a major U.S. shale resource developer.
Additionally, our corporate administrative activities do not involve business activities from which it may earn revenues and its results are not regularly reviewed by the Company’s Chief Operating Decision Maker (the “CODM”) when making key operating and resource decisions.
Additionally, our corporate administrative activities do not involve business activities from which we may earn revenues and its results are not regularly reviewed by the Company’s Chief Operating Decision Maker (the “CODM”) when making key operating and resource decisions.
Fietz held roles of increasing responsibility within ProPetro in both operations and business development. Mr. Fietz also serves in a leadership capacity with the Permian Basin Chapter of the Energy Workforce and Technology Council. Mr. Fietz holds a Bachelor of Science from Angelo State University. Celina M. Davila, 44 , has served as our Chief Accounting Officer since November 2023.
Fietz held roles of increasing responsibility within ProPetro in both operations and business development. Mr. Fietz also serves in a leadership capacity with the Permian Basin Chapter of the Energy Workforce and Technology Council. Mr. Fietz holds a Bachelor of Science from Angelo State University. Celina A. Davila, 45 , has served as our Chief Accounting Officer since November 2023.
“Jody” Mitchell, 42 , has served as our General Counsel and Corporate Secretary of the Company since January 2023. Prior to his appointment as General Counsel, Mr. Mitchell served as the Company’s Vice President and Deputy General Counsel since April 2021. Before joining the Company, Mr.
“Jody” Mitchell, 43 , has served as our General Counsel and Corporate Secretary of the Company since January 2023. Prior to his appointment as General Counsel, Mr. Mitchell served as the Company’s Vice President and Deputy General Counsel since April 2021. Before joining the Company, Mr.
Waste Handling. We handle, transport, store and dispose of wastes that are subject to the Resource Conservation and Recovery Act ( " RCRA " ) and comparable state laws and regulations, which affect our activities by imposing requirements regarding the 6 generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes.
Waste Handling. We handle, transport, store and dispose of wastes that are subject to the Resource Conservation and Recovery Act (“RCRA”) and comparable state laws and regulations, which affect our activities by imposing requirements regarding the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes.
Mitchell holds a Bachelor of Arts from the University of Texas and a Juris Doctor from the University of Houston Law Center. Shelby K. Fietz, 43 , has served as our Chief Commercial Officer of the Company since November 2023. Mr. Fietz joined ProPetro in 2012, and prior to his appointment as Chief Commercial Officer, Mr.
Mitchell holds a Bachelor of Arts from the University of Texas and a Juris Doctor from the University of Houston Law Center. 12 Shelby K. Fietz, 44 , has served as our Chief Commercial Officer of the Company since November 2023. Mr. Fietz joined ProPetro in 2012, and prior to his appointment as Chief Commercial Officer, Mr.
Ricciardello was appointed as Reliant’s Vice President and Comptroller and she served as its Senior Vice President and Chief Accounting Officer from 1999 until her retirement in 2002. Ms. Ricciardello earned a Bachelor of Science degree in Business Administration from the University of South Dakota and an MBA from the University of Houston.
Ricciardello was appointed as Reliant’s Vice President and Comptroller and she served as its Senior Vice President and Chief Accounting Officer from 1999 until her retirement in 2002. Ms. Ricciardello earned a Bachelor of Science degree in Business Administration from the University of South Dakota and a Master of Business Administration from the University of Houston.
Berg began his career with the Houston based law firm Vinson & Elkins L.L.P. and served as a partner from 1990 through 1997, focused on mergers, acquisitions and international project development. From 2018 to 2020, he served on the board of directors of HighPoint Resources, an exploration and production company then listed on the NYSE. Effective March 2025, Mr.
Berg began his career with the Houston based law firm Vinson & Elkins L.L.P. 10 and served as a partner from 1990 through 1997, focused on mergers, acquisitions and international project development. From 2018 to 2020, he served on the board of directors of HighPoint Resources, an exploration and production company then listed on the NYSE. Mr.
The oil and gas industry is also impacted by general domestic and international economic conditions such as supply chain disruptions and inflation, war and political instability in oil producing countries, government regulations (both in the United States and internationally), levels of consumer demand, adverse weather conditions, and other factors that are beyond our control.
The oil and gas industry and the power generation services industry are also impacted by general domestic and international economic conditions such as supply chain disruptions and inflation, war and political instability in oil producing countries, government regulations (both in the United States and internationally), levels of consumer demand, adverse weather conditions, and other factors that are beyond our control.
In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells.
In response to concerns regarding induced seismicity, regulators in some states, including Oklahoma and Texas, have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells.
Berg also serves as the founding Vice Chairman of the Permian Strategic Partnership, a coalition of Permian Basin energy companies and higher education institutions focused on supporting public education, healthcare, road safety and workforce development in the Permian Basin region. Anthony J.
Berg also serves as the founding Vice Chairman of the Permian Strategic Partnership, a coalition of Permian Basin energy companies and higher education institutions focused on supporting public education, healthcare, road safety and workforce development in the Permian Basin region. Mr.
On May 31, 2024, we consummated the acquisition of all of the outstanding equity interests in Aqua Prop, LLC (“AquaProp SM ”), which provides wet sand solutions for hydraulic fracturing at well sites (the “AquaProp Acquisition”).
On May 31, 2024, we consummated the acquisition of all of the outstanding equity interests in Aqua Prop, LLC (“AquaProp”), which provides wet sand solutions for hydraulic fracturing at well sites (the “AquaProp Acquisition”).
For example, the dunes sagebrush lizard, which is found only in the active and semi-stable shinnery oak dunes of southeastern New Mexico and adjacent portions of Texas (including areas where our customers operate), has, since May 2024, been listed as endangered under the ESA.
For example, the dunes sagebrush lizard, which is found only in the active and semi-stable shinnery oak dunes of southeastern New Mexico and adjacent portions of Texas (including areas where our customers operate), has, since May 2024, been listed as endangered under the ESA, although that decision has been challenged.
Adam Muñoz, 42, has served as our President and Chief Operating Officer since August 2021, and prior to that, he served as Chief Operating Officer since January 2021 and served as Senior Vice President of Operations since March 2020. Mr. Muñoz joined the Company in 2010 to initiate ProPetro’s Permian pressure pumping operation. Prior to joining ProPetro, Mr.
Adam Muñoz, 43, has served as our President and Chief Operating Officer since August 2021, and prior to that, he served as Chief Operating Officer since January 2021 and served as Senior Vice President of Operations since March 2020. Mr. Muñoz joined the Company in 2010 to initiate ProPetro’s Permian Basin pressure pumping operation. Prior to joining the Company, Mr.
A significant increase in or continued high levels of inflation, to the extent we are unable to timely pass-through the cost increases to our 2 customers, further declines in crude oil prices, or potential changes in U.S trade policy, including the imposition of tariffs and the resulting consequences, would negatively impact our business, financial condition and results of operations.
A significant increase in or continued high levels of inflation, to the extent we are unable to timely pass-through the cost increases to our customers, further declines in crude oil prices, or potential changes in the United States’ trade policy, including the imposition of tariffs and the resulting consequences, would negatively impact our business, financial condition and results of operations.
Seasonality Our results of operations have historically reflected seasonal tendencies, generally in the fourth quarter, relating to the conclusion of our customers’ annual capital expenditure budgets, the holidays and inclement winter weather during which we may experience declines in our operating and financial results.
Seasonality Our results of operations have historically reflected seasonal tendencies, generally in the fourth quarter, relating to the conclusion of our customers’ annual capital expenditure budgets, the holidays and inclement winter weather which could result in suspension of services during which we may experience declines in our operating and financial results.
However, we have recently observed the energy industry and our customers’ shift to new technologies and lower emissions equipment, which we believe will be an increasingly important factor in an E&P company's selection of a service provider.
However, we have recently observed the energy industry and our customers shift to lower emissions equipment, which we believe will be an increasingly important factor in an E&P company’s selection of a service provider.
As of December 31, 2024, we emplo yed approxim ately 1,900 people , and n one of our employees are represented by a union. All of our employees work for or support our hydraulic fracturing, wireline, cementing and power generation services operating segments. We believe that we have good relations with our employees.
As of December 31, 2025, we emplo yed approxim ately 1,700 people , and n one of our employees are represented by a union. All of our employees work for or support our Hydraulic Fracturing, Wireline, Cementing and Power Generation operating segments. We believe that we have good relations with our employees.
Concrete from 2003 to 12 2010. Beginning in 1982, Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy Inc. (“Reliant”) and its predecessor, Houston Lighting & Power Company, an electricity generation and retail services company, where she held several roles of increasing responsibility in the financial services and treasury functions. In 1996, Ms.
Beginning in 1982, Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy Inc. (“Reliant”) and its predecessor, Houston Lighting & Power Company, an electricity generation and retail services company, where she held several roles of increasing responsibility in the financial services and treasury functions. In 1996, Ms.
Some examples of this effort to recruit and develop our team and culture include: ◦ a commitment to conducting business in a manner that respects all human rights in compliance within the requirements of applicable laws; ◦ a commitment within our business operations to promoting and encouraging respect for human rights and fundamental freedoms for all without distinctions of any kind, such as race, color, sex, language, religion, political or other opinions; ◦ working with personnel, business partners and other parties directly linked to our operations that share our commitment to these same legal compliance principles; ◦ maintaining employment policies reflecting our commitments, including our code of conduct, our equal employment opportunity employer policy, and our anti-harassment and anti-discrimination policy; and ◦ providing an anonymous Ethics and Compliance hotline that is promoted internally and accessible from our intranet and website to make it possible for grievances regarding health and safety to be addressed early and remediated directly, in confidence and without fear of retaliation. • Training and Safety.
Some examples of this effort to recruit and develop our team and culture include: ◦ a commitment to conducting business in a manner that respects all human rights in compliance within the requirements of applicable laws; ◦ a commitment within our business operations to promoting and encouraging respect and fundamental freedoms for all without unlawful discrimination on the basis of any protected characteristic, such as race, color, sex, religion, and national origin; ◦ working with personnel, business partners and other parties directly linked to our operations that share our commitment to these same legal compliance principles; 8 ◦ maintaining employment policies reflecting our commitments, including our code of conduct, our equal employment opportunity employer policy, and our anti-harassment and anti-discrimination policy; and ◦ providing an anonymous Ethics and Compliance hotline that is promoted internally and accessible from our intranet and website to make it easy for grievances regarding health and safety to be addressed early and remediated directly, in confidence and without fear of retaliation. • Training and Safety.
Federal Reserve and other central banks to increase interest rates, and to the extent elevated inflation remains, we may experience further cost increases for our operations, including interest rates, labor costs and equipment. We cannot predict any future trends in the rate of inflation and crude oil prices.
Sustained levels of high inflation likewise caused the U.S. Federal Reserve and other central banks to increase interest rates, and to the extent elevated inflation remains, we may experience further cost increases for our operations, including interest rates, labor costs and equipment. We cannot predict any future trends in the rate of inflation and crude oil prices.
The program opportunities included many crucial topics ranging from budgeting and debt management to understanding plan options and investment strategy. Concerning health benefits, in 2024 we added additional services focused on emotional and mental health, as well as certain preventative health services related to the early detection of concerns including breast cancer, diabetes and cardiovascular disease.
The program opportunities included many crucial topics ranging from budgeting and debt management to understanding plan options and investment strategy. Concerning health benefits, in 2025 we continued our focus on emotional and mental health, as well as certain preventative health services related to the early detection of concerns including breast cancer, diabetes and cardiovascular disease.
Davila is a Certified Public Accountant and holds a Bachelor of Arts in Accounting and a Master in Business Administration degree from Texas Tech University. 14
Davila is a Certified Public Accountant and holds a Bachelor of Arts in Accounting and a Master’s in Business Administration degree from Texas Tech University. 13
Operating Risks and Insurance Our operations are subject to hazards inherent in the energy service industry, such as accidents, blowouts, explosions, fires and spills and releases that can cause personal injury or loss of life, damage or destruction of property, equipment, natural resources and the environment and suspension of operations. 5 In addition, claims for loss of oil and natural gas production and damage to formations can occur in the energy service industry.
Operating Risks and Insurance Our operations are subject to hazards inherent in the energy service industry, such as accidents, blowouts, explosions, fires and spills and releases that can cause personal injury or loss of life, damage or destruction of property, equipment, natural resources and the environment and suspension of operations.
Our equipment has been designed to handle the operating conditions commonly encountered in the Permian Basin and the region’s increasingly high-intensity well completions, including (“Simul-Frac”), which are characterized by longer horizontal wellbores, more stages per lateral and increasing amounts of proppant per well.
Our completions equipment has been designed to handle the operating conditions commonly encountered in the Permian Basin and the region's increasingly high-intensity well completions (including simultaneous hydraulic fracturing 1 (“Simul-Frac”), which involves fracturing multiple wellbores at the same time), which are characterized by longer horizontal wellbores, more stages per lateral and increasing amounts of proppant per well.
Sledge has significant experience with ProPetro having joined the Company in 2011. Mr. Sledge has served in various capacities throughout his tenure such as a Frac Technical Specialist and Technical Operations Manager where his duties included quality control, planning and logistics, and the development of the engineering program. Mr.
Sledge has served in various capacities throughout his tenure such as a Frac Technical Specialist and Technical Operations Manager where his duties included quality control, planning and logistics, and the development of the engineering program. Mr.
On November 1, 2024, we sold our cementing business located in Vernal, Utah, to a business owned by a former employee as part of a strategic repositioning. We received a promissory note for $13.0 million as consideration.
On November 1, 2024, we sold our cementing business located in Vernal, Utah, to a business owned by a former employee as part of a strategic repositioning. We received a promissory note for $13.0 million as consideration, and recorded a gain on disposal of $8.2 million related to the sale of the business.
We believe that in order to attract and retain talent with the skill sets and expertise that can help to maximize our operational efficiencies across all levels in 9 the Company, it is in our best interest to create a culture that is inclusive. We conducted our second annual employee engagement survey in 2024.
We believe that in order to attract and retain talent with the skill sets and expertise that can help to maximize our operational efficiencies across all levels in the Company, it is in our best interest to create a culture that is welcoming.
Competition The markets in which we operate are highly competitive. To be successful, an energy service company must provide services and equipment that meet the specific needs of oil and natural gas E&P companies at competitive prices.
Competition We provide our services primarily in the Permian Basin, and we compete against different companies in each service and product line we offer. The markets in which we operate are highly competitive. To be successful, an energy service company must provide services and equipment that meet the specific needs of oil and natural gas E&P companies at competitive prices.
Committee also organizes or sponsors events in which employees can choose to participate in addition to our paid community service time benefit. 10 Availability of Filings Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge on our internet website at www.propetroservices.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the SEC.
Availability of Filings Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge on our internet website at www.propetroservices.com, as soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the SEC.
In May 2024, Pioneer Natural Resources USA, Inc. (“Pioneer”) merged with and into a wholly owned subsidiary of Exxon Mobil. We currently provide pressure pumping, wireline and other services to ExxonMobil and previously provided such services to Pioneer.
There have been many recent mergers and acquisitions in the oil and gas industry. In May 2024, Pioneer Natural Resources USA, Inc. (“Pioneer”) merged with and into a wholly owned subsidiary of Exxon Mobil. We currently provide pressure pumping, wireline and other services to ExxonMobil and previously provided such services to Pioneer.
We maintain commercial general liability, workers’ compensation, business automobile, commercial property, umbrella liability, excess liability, and directors and officers insurance policies providing coverages of risks and amounts that we believe to be customary in our industry.
We maintain commercial general liability, workers’ compensation, business automobile, commercial property and equipment, excess liability, and directors and officers insurance policies providing coverages of risks and amounts that we believe to be customary in our industry. Our primary and excess liability insurance policies include liability coverage for sudden and accidental pollution incidents.
We maintain directors and officers insurance; however, our insurance coverage is subject to certain exclusions (including, for example, any required United States Securities and Exchange Commission (“SEC”) disgorgement or penalties) and we are responsible for meeting certain deductibles under the policies. Moreover, we cannot assure you that our insurance coverage will adequately protect us from all future claims.
We maintain directors and officers insurance; however, our insurance coverage is subject to certain exclusions (including, for example, any required United States Securities and Exchange Commission (“SEC”) disgorgement or penalties) and we are responsible for meeting certain deductibles under the policies.
Although we maintain insurance coverage of types and amounts that we believe to be customary in the industry, we are not fully insured against all risks, either because insurance is not available or because of the high premium costs relative to perceived risk.
Moreover, we cannot assure you that our insurance coverage will adequately protect us from all future claims. 5 Although we maintain insurance coverage of types and amounts that we believe to be customary in the industry, we are not fully insured against all risks, either because insurance is not available or because of the high premium costs relative to perceived risk.
Gobe was appointed as our Chief Executive Officer on March 13, 2020 and served in that role until August 31, 2021, at which point he was re-appointed as Executive Chairman. Mr. Gobe stepped down as Executive Chairman on March 31, 2022, and continues serving the Company as Chairman of the Board. Mr.
Phillip A. Gobe, 73, began serving as our Chairman of the Board in July of 2019 and as Executive Chairman in October 2019. Mr. Gobe was appointed as our Chief Executive Officer on March 13, 2020 and served in that role until August 31, 2021, at which point he was re-appointed as Executive Chairman. Mr.
In 2022, we entered into three-year electric fleet leases for four FORCE ® electric-powered hydraulic fracturing fleets with 60,000 HHP per fleet (the “Electric Fleet Leases”) and in June 2024, we entered into an additional three-year lease for a fifth FORCE ® electric-powered hydraulic fracturing fleet with 72,000 HHP.
In 2022, we entered into three-year electric fleet leases which commenced in 2023 and 2024 for four FORCE ® electric-powered hydraulic fracturing fleets worth of equipment with 60,000 HHP per fleet, and in 2024, we entered into an additional three-year lease for one more FORCE ® electric-powered hydraulic fracturing fleet worth of equipment with 72,000 HHP (collectively, the “Electric Fleet Leases”).
The hydraulic fracturing process consists of pumping fracturing fluid into a well at sufficient pressure to fracture the formation. Materials known as proppants, which in our business are comprised primarily of sand, are suspended in the fracturing fluid and are pumped into the fracture to prop it open.
Materials known as proppants, which in our business are comprised primarily of sand, are suspended in the fracturing fluid and are pumped into the fracture to prop it open.
Armour served as President of PT Petroleum LLC in Midland, Texas from 2011 to 2018. He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer from 2005 to 2006.
He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer from 2005 to 2006. From 1998 through 2005, he served as Executive Vice President of Patterson-UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr.
Lawrence’s broad experience in the energy industry, including his service as a director and executive officer with various companies, makes him well suited to serve as a director. Jack B. Moore, 71 , has served as a member of our Board since March 2017. Mr.
Lawrence’s broad experience in the energy industry, including his service as a director and executive officer with various companies, makes him well suited to serve as a director. Mary P. Ricciardello, 70 , has served as a member of our Board since January 2023. Ms.
Cementing provides isolation between fluid zones behind the casing to minimize potential damage to hydrocarbon bearing formations or the integrity of freshwater aquifers, and provides structural integrity for the casing by securing it to the earth.
Cementing provides isolation between fluid zones behind the casing to minimize potential damage to hydrocarbon bearing formations or the integrity of freshwater aquifers, and provides structural integrity for the casing by securing it to the earth. Cementing is also done when re-completing wells, where one zone is plugged and another is opened.
Vion also served on the board and as Chair of the Compensation Committee and as member of the Audit Committee and Nominating and Corporate Governance Committee of Callidus Software Inc., a publicly-traded, cloud-based software company, from 2005 to 2016. Ms.
Vion also served on the board and as Chair of the Compensation Committee and as member of the Audit Committee and Nominating and Corporate Governance Committee of Callidus Software Inc., a publicly-traded, cloud-based software company, from 2005 to 2016. Currently, Ms. Vion serves as Chief Human Resources Officer for Stored Energy Systems, a privately held company based in Longmont, CO.
Gobe joined Energy Partners, Ltd as Chief Operating Officer in December 2004 and became president in May 2005, and served in those capacities until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr.
He also previously served as a director of Scientific Drilling International and Pioneer Southwest Energy Partners L.P. Mr. Gobe joined Energy Partners, Ltd as Chief Operating Officer in December 2004 and became president in May 2005, and served in those capacities until his retirement in September 2007. Mr.
If a serious accident were to occur at a location where our equipment and services are being used, it could result in us being named as a defendant in lawsuits asserting large claims.
In addition, claims for loss of oil and natural gas production and damage to formations can occur in the energy service industry. If a serious accident were to occur at a location where our equipment and services are being used, it could result in us being named as a defendant in lawsuits asserting large claims.
The geopolitical and macroeconomic consequences of military action in the Middle East, the Russian invasion of Ukraine, including the associated sanctions, and the adverse impacts of the COVID-19 pandemic have resulted in volatility in supply and demand dynamics for crude oil and associated volatility in crude oil pricing.
The geopolitical and macroeconomic consequences of military action in the Middle East, the Russian invasion of Ukraine, including the associated sanctions, recent events in Venezuela, and actions by OPEC+ have contributed to volatility in supply and demand dynamics for crude oil and associated volatility in crude oil pricing in recent years.
Our results of operations have historically reflected seasonal tendencies, typically in the fourth quarter, relating to the holiday season, inclement winter weather and the exhaustion of our customers' annual budgets. As a result, we typically experience declines in our operating and financial results in November and December, even in a stable commodity price and operations environment.
Our results of operations have historically reflected seasonal tendencies, typically in the fourth quarter, relating to the holiday season, inclement winter weather and the exhaustion of our customers' annual budgets.
Collectively, the AquaProp Acquisition, the Par Five Acquisition and the Silvertip Acquisition have positioned the Company as a more integrated and diversified completions-focused energy service provider. See Note 4. Business Acquisitions in the financial statements for additional disclosures. Effective September 1, 2022, we disposed of our coiled tubing assets to STEP Energy Services L td.
Collectively, the AquaProp Acquisition, the Par Five Acquisition and our acquisition of Silvertip Completion Services Operating, LLC (“Silvertip”) in 2022 have positioned the Company as a more integrated and diversified completions-focused energy service provider. See “Note 4. Business Acquisitions” in the financial statements for additional disclosures.
Similar protections are offered to migratory birds under the Migratory Bird Treaty Act and various state analogs. The U.S. Fish and Wildlife Service (“FWS”) may identify previously unidentified endangered or threatened species or may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species.
Fish and Wildlife Service (“FWS”) may identify previously unidentified endangered or threatened species or may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species.
On April 22, 2024, we entered into a sub-agreement for hydraulic fracturing services with XTO, pursuant to which we agreed to provide hydraulic fracturing, wireline and pumpdown services with two committed FORCE ® electric-powered hydraulic fracturing fleets with the option to add a third FORCE ® fleet (also with wireline and pumpdown services) for a period of three years or for contracted hours, whichever occurs last, with respect to each fleet, subject to certain termination and release rights.
(“XTO”), a wholly owned subsidiary of ExxonMobil, pursuant to which we agreed to provide hydraulic fracturing, wireline and pumpdown services with two committed FORCE ® electric-powered hydraulic fracturing fleets and the option to add a third FORCE ® fleet (also with wireline and pumpdown services) for a certain number of contracted hours with respect to each fleet, subject to certain termination and release rights.
Cementing is also done when re-completing wells, where one zone is plugged and another is opened. 4 We believe that our cementing segment provides an organic growth opportunity for us to expand our service offerings within our existing customer base. We currently have 29 cementing units.
We believe that our Cementing segment provides an organic growth opportunity for us to expand our service offerings within our existing customer base. We currently have 29 cementing units.
Our total available hydraulic horsepower (“HHP”) at December 31, 2024, w as 1,556,500 HHP, which was comprised of 450,000 HHP of our Tier IV DGB dual-fuel equipment, 294,000 HHP of FORCE ® electric-powered equipment and 812,500 HHP of conventional Tier II equipment.
Our total available hydraulic horsepower (“HHP”) at December 31, 2025, was 1,259,500 HHP, which was comprised of 445,000 HHP of our Tier IV Dynamic Gas Blending (“DGB”) dual-fuel equipment, 312,000 HHP of FORCE ® electric-powered equipment and 502,500 HHP of conventional Tier II equipment.
Vion holds a Bachelor of Arts in East Asian Studies and Economics from Wesleyan University, has attended Stanford University’s Director’s College, and participated in the Financial Times’ Director Exchange. We believe that Ms. Vion is well suited to serve as a director based on her executive leadership experience in human resources and accounting and public company board and committee experience.
Ms. Vion holds a Bachelor of Arts in East Asian Studies and Economics from Wesleyan University, has attended Stanford University’s Director’s College, and participated in the Financial Times’ Director Exchange. We believe that Ms.
The Texas Railroad Commission (“TRRC”) has adopted similar rules including the indefinite suspension of all deep oil and gas produced water injection wells in certain areas covered by the TRRC’s seismic response program.
For example, the Texas Railroad Commission (“TRRC”) has adopted rules restricting injection well operations following seismic activity exceeding certain magnitude and suspending all deep oil and gas produced water injection wells in certain geographical areas covered by the TRRC’s seismic response program.
Set forth below are the name, age, position and description of the business experience of our executive officers (other than those who are also Directors and included above) as of February 20, 2025. David S.
Set forth below are the name, age, position and description of the business experience of our executive officers (other than those who are also Directors and included above) as of February 19, 2026. Caleb L. Weatherl, 38 , has served as our Chief Financial Officer since July 2025. Mr.
Ten percent of our executive officers’ annual target bonuses under the 2024 annual incentive program were based upon the Company’s achievement of certain safety goals, including a target total recordable incident rate. • Professional Development. In 2024, the Company continued its focus on leadership development, targeting leadership positions including frontline supervisors and above.
The 2025 safety incentive was based upon the Company’s achievement of certain safety goals, including targets for total recordable incident rate and lost time incident rate. • Professional Development. In 2025, the Company continued its focus on leadership development, targeting leadership positions including frontline supervisors and above.
Sledge, 38 , has served as our Chief Executive Officer and as a member of our Board since August 31, 2021. Mr. Sledge previously served as the Company’s President from April 2021 to August 2021, and prior to that, he served as Chief Strategy and Administrative Officer beginning in March 2020. Mr.
Sledge previously served as the Company’s President from April 2021 to August 2021, and prior to that, he served as Chief Strategy and Administrative Officer beginning in March 2020. Mr. Sledge has significant experience with ProPetro having joined the Company in 2011. Mr.
Mergers and acquisitions involving our customers could negatively impact our future business with them or positively impact our business by providing us access to potential new customers.
Mergers and acquisitions involving our customers could negatively impact our future business with them or positively impact our business by providing us access to potential new customers. On April 22, 2024, we entered into a sub-agreement for hydraulic fracturing services with XTO Energy Inc.
We primarily provide hydraulic fracturing, wireline, and cementing completion services to E&P companies in the Permian Basin.
We primarily provide hydraulic fracturing, wireline and cementing completion services to E&P companies in the Permian Basin and power generation services to oil and gas producers and non-oil and gas applications such as general industrial projects and data centers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor more information, see our risk factor titled, “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.” Separately, current and future claims and liabilities may have a material adverse effect on us because of potential adverse outcomes, defense costs, diversion of management resources, unavailability of insurance coverage and other factors.
Biggest changeSeparately, current and future claims and liabilities may have a material adverse effect on us because of potential adverse outcomes, defense costs, diversion of management resources, unavailability of insurance coverage and other factors. The ultimate costs of these liabilities are difficult to determine and may exceed any reserves we may have established.
Prolonged low oil and gas prices would generally depress the level of oil and natural gas exploration, development, production, and well completion activity and would result in a corresponding decline in the demand for the completion services that we provide. Historically, oil prices and markets have been extremely volatile. Prices are affected by many factors beyond our control.
Prolonged low oil and natural gas prices would generally depress the level of oil and natural gas exploration, development, production, and well completion activity and would result in a corresponding decline in the demand for the completion services that we provide. Historically, oil prices and markets have been extremely volatile. Prices are affected by many factors beyond our control.
Changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our shares, and a rising interest rate environment could have an adverse impact on the price of our shares, our ability to issue equity or incur debt.
Changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our shares, and a rising interest rate environment could have an adverse impact on the price of our shares and our ability to issue equity or incur debt.
We may be required to pay fees to certain of our Sand Suppliers based on minimum volumes under long-term contracts regardless of actual volumes received. We enter into purchase agreements with the Sand Suppliers to secure supply of sand in the normal course of our business.
We may be required to pay fees to certain of our sand suppliers based on minimum volumes under long-term contracts regardless of actual volumes received. We enter into purchase agreements with our sand suppliers to secure supply of sand in the normal course of our business.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case, subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our level of indebtedness may affect our operations in several ways, including the following: • increasing our vulnerability to general adverse economic and industry conditions; • the covenants that are contained in the agreements governing our indebtedness could limit our ability to borrow funds, dispose of assets, pay dividends and make certain investments; 18 • our debt covenants could also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry; • any failure to comply with the financial or other debt covenants, including covenants that impose requirements to maintain certain financial ratios, could result in an event of default, which could result in some or all of our indebtedness becoming immediately due and payable; • our level of debt could impair our ability to obtain additional financing, or obtain additional financing on favorable terms in the future for working capital, capital expenditures, research and development efforts, potential strategic acquisitions or other general corporate purposes; • placing us at a competitive disadvantage relative to competitors that have less debt; and • our business may not generate sufficient cash flow from operations to enable us to meet our obligations under our indebtedness.
Our level of indebtedness may affect our operations in several ways, including the following: • increasing our vulnerability to general adverse economic and industry conditions; • the covenants that are contained in the agreements governing our indebtedness could limit our ability to borrow funds, dispose of assets, pay dividends and make certain investments; • our debt covenants could also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry; • any failure to comply with the financial or other debt covenants, including covenants that impose requirements to maintain certain financial ratios, could result in an event of default, which could result in some or all of our indebtedness becoming immediately due and payable; • our level of debt could impair our ability to obtain additional financing, or obtain additional financing on favorable terms in the future for working capital, capital expenditures, research and development efforts, potential strategic acquisitions or other general corporate purposes; • placing us at a competitive disadvantage relative to competitors that have less debt; and • our business may not generate sufficient cash flow from operations to enable us to meet our obligations under our indebtedness.
If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them and our inability to re‑market or otherwise use the production could have a material adverse effect on our business, results of operations and financial condition.
If we fail to adequately assess the creditworthiness of existing or future customers or experience unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them and our inability to re‑market or otherwise use the production could have a material adverse effect on our business, results of operations and financial condition.
In the past, there have been proposals to increase the amount of the U.S. federal stock repurchase excise tax from 1% to 4%, however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect. 32
In the past, there have been proposals to increase the amount of the U.S. federal stock repurchase excise tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect.
Several states and local jurisdictions in which we or our customers operate also have adopted or are considering adopting regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition of hydraulic fracturing fluids.
Elsewhere, several states and local jurisdictions in which we or our customers operate also have adopted or are considering adopting regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition of hydraulic fracturing fluids.
If our customer activity levels decline in the future resulting in a decrease in our eligible accounts receivable, our Borrowing Base could decline. This could put us at a competitive disadvantage or interfere with our growth plans. Further, our actual capital expenditures could exceed our capital expenditure budget.
If our customer activity levels decline in the future resulting in a decrease in our eligible accounts receivable, our Borrowing Base could decline. This could put us at a competitive disadvantage or interfere with our growth plans. Further, our actual capital expenditures incurred could exceed our capital expenditure budget.
As a result, we are not insured against any losses resulting from the death of our key employees. 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.
As a result, we are not insured against any losses resulting from the death of our key employees. 25 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.
We are not restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent a right to receive, common stock. In addition, we may issue common stock as consideration in future mergers and acquisitions, as we did in the Silvertip Acquisition.
We are not restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent a right to receive, common stock. In addition, we may issue common stock as consideration in future mergers and acquisitions, as we did in the acquisition of Silvertip.
To the extent elevated inflation remains, and as a result potential changes in U.S trade policy, including the imposition of tariffs and the resulting consequences, we may experience further cost increases for our operations, including labor costs and equipment.
To the extent elevated inflation remains, and as a result potential changes in U.S. trade policy, including the imposition of tariffs and 22 the resulting consequences, we may experience further cost increases for our operations, including labor costs and equipment.
Risks Related to Regulatory Matters 24 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.
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.
If customers choose to delay, defer or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our business, financial condition, revenues, results of operations and cash flows could be adversely affected.
If customers choose to delay, 30 defer or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our business, financial condition, revenues, results of operations and cash flows could be adversely affected.
Sales of a substantial number of shares of our common stock or other equity-related securities in the public market, or the perception that these sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of shares of our common stock or other equity-related securities in the public market, or the perception that these sales could occur, could 31 depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
Our inability to grow as planned may reduce our chances of maintaining and improving profitability. Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.
Our inability to grow as planned may reduce our chances of maintaining and improving profitability. 17 Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.
If we or the third parties with whom we interact were to experience a successful attack, the potential consequences to our business, workforce and the communities in which we operate could be significant, including financial losses, regulatory fines, loss of business, an inability to settle transactions or maintain operations, litigation costs, remediation costs, disruptions related to investigation, and significant damage to our reputation.
If we or the third parties with whom we interact were to experience a successful attack, the potential consequences to our business, workforce and the communities in which we operate could be significant, including financial losses, regulatory fines or penalties, loss of business, an inability to settle transactions or maintain operations, litigation costs, compliance and remediation costs, disruptions related to investigation, and significant damage to our reputation.
These factors include, among other things, our limited trading volume, the concentration of holdings or our common stock, actual or anticipated variations in our operating results and cash flow, the nature and content of our earnings releases, announcements or events that impact our products, customers, competitors or markets, business conditions in our markets and the general state of the securities markets, volatility in oil and gas prices and the market for energy-related stocks, as well as general economic and market conditions and other factors that may affect our future results, including those described in this report.
These factors include, among other things, our limited trading volume, the concentration of holdings of our common stock, actual or anticipated variations in our operating results and cash flow, the nature and content of our earnings releases, announcements or events that impact our products, customers, competitors or markets, business conditions in our markets and the general state of the securities markets, volatility in oil and gas prices and the market for energy-related stocks, as well as general economic and market conditions and other factors that may affect our future results, including those described herein.
T he historically unpredictable nature of oil and natural gas prices, and particularly the volatility over the past two years have caused a reduction in our customers’ spending and associated drilling and completion activities, which had and may continue to have an adverse effect on our revenue and cash flows.
The historically unpredictable nature of oil and natural gas prices, and particularly the volatility over the past two years have caused a reduction in our customers’ spending and associated drilling and completion activities, which had and may continue to have an adverse effect on our revenue and cash flows.
Federal Reserve and other central banks to increase interest rates in 2023 followed by decreases in 2024, and the U.S.
Federal Reserve and other central banks to increase interest rates in 2023 followed by decreases in 2024 and 2025, and the U.S.
Any acquisition of assets or businesses, or expansion into new lines of business involves potential risks, including the failure to realize expected profitability, growth or accretion; environmental or regulatory compliance matters or liability; title or permit issues; the incurrence of significant charges, such as impairment of goodwill, property and equipment or intangible assets or restructuring charges; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
Any acquisition of assets or businesses, expansion into new lines of business or other strategic transactions involves potential risks, including the failure to realize expected profitability, growth or accretion; environmental or regulatory compliance matters or liability; title or permit issues; the incurrence of significant charges, such as impairment of goodwill, property and equipment, intangible assets or restructuring charges; and the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
The agreements with the Sand Suppliers require that we purchase minimum volume of sand, based primarily on a certain percentage of our sand requirements from our customers or in certain situations based on predetermined fixed minimum volumes, otherwise certain penalties (shortfall fees) may be charged.
The agreements with the sand suppliers typically require that we purchase minimum volumes of sand, based primarily on a certain percentage of our sand requirements from our customers or in certain situations based on predetermined fixed minimum volumes, otherwise certain penalties (shortfall fees) may be charged.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, increased attention to climate change and other ESG-related matters, and technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas, resulting in reduced demand for energy services.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, increased attention to climate change and other sustainability-related matters, and technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas, resulting in reduced demand for energy services.
We derive our revenues from companies in the oil and natural gas E&P industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and natural gas prices.
We derive substantially all of our revenues from companies in the oil and natural gas E&P industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and natural gas prices.
We may experience future ownership changes, which may result in annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long‑term tax‑exempt rate as defined in Section 382, increased under certain circumstances as a result of recognizing built‑in gains in our assets existing at the time of the ownership change.
We may experience ownership changes in the future as a result of shifts in our stock ownership, which may result in an annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long term tax exempt rate as defined in Section 382, which may be increased under certain circumstances as a result of recognizing built in gains in our assets existing at the time of the ownership change.
Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.
Additionally, certain employment or business practices and social initiatives are the subject of scrutiny by 28 both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.
In addition, Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of taxable income that may be offset by NOLs when a corporation has undergone an “ownership change” (as determined under Section 382).
In addition, Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), generally imposes an annual limitation on the amount of taxable income that may be offset by U.S. federal NOLs when a corporation has undergone an “ownership change” (as determined under Section 382).
If our borrowing base is reduced below the amount of our outstanding borrowings, we will be required to re pay the excess borrowings immediately on demand by the lenders. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.
If our borrowing base is reduced below the amount of our outstanding borrowings, we will be required to repay the excess borrowings immediately on demand by the lenders. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.
Federal Reserve may maintain high benchmark interest rates into 2025 in an effort to curb inflationary pressure on the costs of goods and services across the U.S., which could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.
Federal Reserve may maintain high benchmark interest rates throughout 2026 in an effort to curb inflationary pressure on the costs of goods and services across the U.S., which could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.
Litigation risks are also increasing as a number of parties have sought to bring suit against certain oil and natural gas companies operating in the United States in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or that such companies have been aware of the adverse effects of climate change but failed to adequately disclose those impacts to their investors or customers.
Litigation risks have also increased as a number of parties seek to bring suit against certain oil and natural gas companies operating in the United States in state or federal court, alleging among other things, that such companies created public nuisances by producing fuels that contributed to climate change or that such companies have been aware of the adverse effects of climate change but failed to adequately disclose those impacts to their investors or customers.
In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells.
In response to concerns regarding induced seismicity, regulators in some states, including Oklahoma and Texas, have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells.
We may be unable to generate sufficient cash from operations and other capital resources to maintain planned or future levels of capital expenditures which, among other things, may prevent us from acquiring new equipment (including equipment with a lower emissions profile) or properly maintaining our existing equipment.
We may be unable to generate sufficient cash from operations and other capital resources to maintain planned or future levels of capital expenditures which, among other things, may prevent us from acquiring new equipment (including power generation equipment or hydraulic fracturing equipment with a lower emissions profile) or properly maintaining our existing equipment.
In addition, a majority of the service revenue we earn is based upon a charge for a relatively short period of time (for example, a day, a week or a month) for the actual period of time the service is provided to our customers.
In addition, a material portion of the service revenue we earn is based upon a charge for a relatively short period of time (for example, a day, a week or a month) for the actual period of time our service is provided to our customers.
Such activities could reduce the overall demand for oil and natural gas, which, in turn, could also reduce the demand for our services.
Such activities could reduce the overall demand for oil and natural gas and power generation, which, in turn, could also reduce the demand for our services.
Our technologies, systems and networks, and those of our vendors, suppliers and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary information, personal information and other data, or other disruption of our business operations.
Our technologies, systems and networks, and those of our vendors, suppliers and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and confidential information, personally identifiable information and other data, or other disruption of our business operations.
Due to the large percentage of our revenue historically derived from our hydraulic fracturing services with recurring customers and the limited availability of our fracturing units, we have had some degree of customer concentration. Our top ten customers represented approximately 75.3%, 85.5% and 91.2% of our consolidated revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Due to the large percentage of our revenue historically derived from our hydraulic fracturing services with recurring customers and the limited availability of our fracturing units, we have had some degree of customer concentration. Our top ten customers represented approximately 84.5%, 75.3% and 85.5% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Cybersecurity attacks are similarly evolving and include without limitation use of malicious software, surveillance, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence), attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.
Cybersecurity attacks are similarly evolving and include, without limitation, use of malicious software, surveillance, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by AI), attempts to 21 gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential, personally identifiable or otherwise protected information and corruption of data.
In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders, including: • limitations on the removal of directors; • limitations on the ability of our shareholders to call special meetings; • advance notice provisions for shareholder proposals and nominations for elections to the Board to be acted upon at meetings of shareholders; • providing that the Board is expressly authorized to adopt, or to alter or repeal our bylaws; and • establishing advance notice and certain information requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings. 30 Our business could be negatively affected as a result of the actions of activist shareholders.
In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders, including: • limitations on the removal of directors; • limitations on the ability of our shareholders to call special meetings; • advance notice provisions for shareholder proposals and nominations for elections to the Board to be acted upon at meetings of shareholders; • providing that the Board is expressly authorized to adopt, or to alter or repeal our bylaws; and • establishing advance notice and certain information requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings.
As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in the Permian Basin caused by significant governmental regulation, processing or transportation capacity constraints, market limitations, curtailment of production or interruption of the processing or transportation of oil and natural gas produced from the wells in these areas.
As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from or drilling and completions activity with respect to wells in the Permian Basin caused by weather, significant governmental regulation, processing or transportation capacity constraints, market limitations, curtailment of production or interruption of the processing or transportation of oil and natural gas produced from the wells in these areas.
In 2024, we recorded a property and equipment impairment charge of $188.6 million on our conventional Tier II diesel-only hydraulic fracturing pumping units and associated conventional assets, (the "Tier II Units") because we determined that the marketability of our Tier II Units had declined due to decreasing customer demand for and related pricing pressures on such equipment, among other factors.
In fiscal year 2024, we recorded a property and equipment impairment charge of $188.6 million on our conventional Tier II diesel-only hydraulic fracturing pumps and associated conventional assets (“Tier II Units”) because we determined that the marketability of our Tier II Units had declined due to decreasing customer demand for and related pricing pressures on such equipment, among other factors.
As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHGs.
Our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and, relatedly, emission of GHG.
Many factors over which we have no control affect the supply of, and demand for our services, and our customers’ willingness to explore, develop and produce oil and natural gas, and therefore, influence prices for our services, including: • the actions by the members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations; • the domestic and foreign supply of, and demand for, oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level of global oil and natural gas E&P; • the cost of exploring for, developing, producing and delivering oil and natural gas; • the supply of and demand for drilling and hydraulic fracturing and wireline equipment, including the supply and demand for lower emissions hydraulic fracturing and wireline equipment; • cost increases and supply chain constraints related to our services; • the expected decline in rates of current production; • the price and quantity of foreign imports; • political and economic conditions in oil and natural gas producing countries and regions, including the United States, the Middle East, Africa, South America and Russia; • the actions taken by the United States and other countries on climate change or to transition away from fossil fuels; • the severity and duration of world health events and related economic repercussions; • speculative trading in crude oil and natural gas derivative contracts; • the level of consumer product demand; 15 • the discovery rates of new oil and natural gas reserves; • contractions in the credit market; • the strength or weakness of the U.S. dollar; • available pipeline and other transportation capacity; • the levels of oil and natural gas storage; • weather conditions and other natural disasters; • domestic and foreign tax policy; • domestic and foreign governmental approvals and regulatory requirements and conditions, including tighter emissions standards in the energy industry and proposed tariffs; • the result of the U.S presidential election; • the continued threat of terrorism and the impact of military and other action, including military action in the Middle East; • political or civil unrest in the United States or elsewhere, including the Russia-Ukraine war and the conflict in the Israel-Gaza region and related instability in the Middle East, including from Houthi rebels in Yemen, and tensions with Iran; • technical advances affecting energy consumption; • the proximity and capacity of oil and natural gas pipelines and other transportation facilities; • the price and availability of alternative fuels; • the ability of oil and natural gas producers to raise equity capital and debt financing; • merger and divestiture activity among oil and natural gas producers; and • overall domestic and global economic conditions.
See “The cyclical nature of the oil and natural gas industry may cause our operating results to fluctuate.” Many factors over which we have no control affect the supply of, and demand for our services, and our customers’ willingness to explore, develop and produce oil and natural gas, and therefore, influence prices for our services, including: • the actions by the members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations; • the domestic and foreign supply of, and demand for, oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas, including a potential increase in Venezuelan oil supply and any related impact on global oil prices and domestic oil production; • the level of global oil and natural gas E&P; • the cost of exploring for, developing, producing and delivering oil and natural gas; • the supply of and demand for drilling and hydraulic fracturing and wireline equipment, including the supply and demand for lower emissions hydraulic fracturing and wireline equipment; • cost increases and supply chain constraints related to our services; • the expected decline in rates of current production; • the price and quantity of foreign imports; • political and economic conditions in oil and natural gas producing countries and regions, including the United States, the Middle East, Africa, South America and Russia; • the actions taken by the United States and other countries on climate change or to transition away from fossil fuels; 14 • the severity and duration of world health events and related economic repercussions; • speculative trading in crude oil and natural gas derivative contracts; • the level of consumer product demand; • the discovery rates of new oil and natural gas reserves; • contractions in the credit market; • the strength or weakness of the U.S. dollar; • available pipeline and other transportation capacity; • the levels of oil and natural gas storage; • weather conditions and other natural disasters; • domestic and foreign tax policy; • domestic and foreign governmental approvals and regulatory requirements and conditions, including tighter emissions standards in the energy industry and proposed or existing tariffs; • the continued threat of terrorism and the impact of military and other action, including military action in the Middle East; • political or civil unrest in the United States or elsewhere, including the Russia-Ukraine war and the conflict in the Israel-Gaza region and related instability in the Middle East, including tensions with Iran, and U.S. intervention in Venezuela; • technical advances affecting energy consumption, including resulting from artificial intelligence (“AI”); • the proximity and capacity of oil and natural gas pipelines and other transportation facilities; • the price and availability of alternative fuels; • the ability of oil and natural gas producers to raise equity capital and debt financing; • merger and divestiture activity among oil and natural gas producers; and • overall domestic and global economic conditions.
Any disruptions or volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availabil ity impacting our ability to finance our operations. Our Borrowing Base (as defined below) was $164.1 million as of December 31, 2024 .
Any disruptions or volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availabil ity impacting our ability to finance our operations. Our Borrowing Base (as defined below) was $167.7 million as of December 31, 2025 .
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.
Our operations are subject to unforeseen interruptions and hazards inherent in the oil and natural gas and mobile power generation industries, for which we may not be adequately insured, and which could cause us to lose customers and substantial revenue.
Moreover, while we may create and publish voluntary disclosures regarding ESG-related matters from time to time, certain statements in those voluntary disclosures may be based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
While we may create and publish voluntary or mandatory disclosures regarding sustainability-related matters from time to time, certain statements in those disclosures may be based on expectations and assumptions or hypothetical scenarios that are necessarily uncertain and may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
The market price of our common stock is subject to volatility. The market price of our common stock could be subject to wide fluctuations in response to, and the level of trading of our common stock may be affected by, numerous factors, many of which are beyond our control.
As a result, the market price of our common stock could be subject to wide fluctuations in response to, and the level of trading of our common stock may be affected by, numerous factors, many of which are beyond our control.
Further, our borrowing base, as redetermined monthly, has a borrowing base of the sum of 85.0% to 90.0% of eligible accounts receivable and 80% of eligible unbilled accounts (up to a maximum of 25% of the borrowing base), in each case, depending on the credit ratings of our accounts receivable counterparties, less customary reserves (the “Borrowing Base”).
Further, our borrowing base, as redetermined monthly, has a borrowing base of the sum of 85% to 90% of eligible accounts receivable and 80% of eligible unbilled accounts (up to a maximum of 25% of the 19 borrowing base), in each case, depending on the credit ratings of our accounts receivable counterparties and subject to certain customer concentration limits, less customary reserves (the “Borrowing Base”).
Increased attention to ESG matters, conservation measures, commercial development and technological advances could reduce demand for oil and natural gas and our services.
Increased attention to sustainability matters, conservation measures, commercial development and technological advances could reduce demand for oil and natural gas, power generation and our services.
U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
We are subject to various complex and evolving U.S. federal, state and local tax laws. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
Neighboring landowners and other third parties may file claims against us for personal injury or property damage allegedly caused by the release of pollutants into the environment. Environmental laws and regulations have changed in the past, and they may change in the future and become more stringent. For example, the prior administration made climate change a focus of its administration.
Neighboring landowners and other third parties may file claims against us for personal injury or property damage allegedly caused by the release of pollutants into the environment. Environmental laws and regulations have changed in the past, and they may change in the future and become more stringent.
We also cannot predict how financial institutions and investors might consider any information disclosed under any such requirements when making investment decisions, and as a result it is possible that we could face increases with respect to the costs of, or restrictions imposed on, our access to capital.
We also cannot predict how financial institutions and investors might consider any information disclosed under any state climate reporting requirements, and as a result it is possible that we could face increases with respect to the costs of, or restrictions imposed on, our access to capital.
Restrictions in our ABL Credit Facility 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.
Restrictions in our ABL Credit Facility, our Caterpillar Equipment Loan Agreement, our Stonebriar Equipment Lease Facility, 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.
The operating and financial restrictions and covenants in our credit facility and any future financing agreements could restrict our ability to finance future operations or capital needs or to expand or pursue our business activities.
The operating and financial restrictions and covenants in our credit facility, Caterpillar Equipment Loan Agreement, Stonebriar Equipment Lease Facility and any future financing agreements could restrict our ability to finance future operations or capital needs or to expand or pursue our business activities.
The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased exploration and development spending by our customers, decreased demand for oil and natural gas and decreased prices for oil and natural gas. New technology may cause us to become less competitive.
The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased exploration and development spending by our customers, decreased demand for oil and natural gas and decreased prices for oil and natural gas.
Further, we may face competitive pressure to develop, implement or acquire and deploy certain technology improvements at a substantial cost, such as our FORCE ® electric-powered hydraulic fracturing fleets deployed in 2023, or the cost of implementing or purchasing a technology like FORCE ® may be substantially higher than anticipated, and we may not be able to successfully implement the technologies we may purchase.
Further, we may face competitive pressure to further develop, implement or acquire and deploy certain technology improvements at a substantial cost, such as additional FORCE ® electric-powered hydraulic fracturing fleets. The cost of deploying additional FORCE ® fleets may be substantially higher than anticipated, and we may not be able to successfully implement the technologies.
Publicly traded companies have increasingly become subject to campaigns by investors seeking to increase shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, sales of assets or even sale of the entire company.
Our business could be negatively affected as a result of the actions of activist shareholders. Publicly traded companies have increasingly become subject to campaigns by investors seeking to increase shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, sales of assets or even a sale of the entire company.
These events could result in the recognition of impairment charges or losses from asset sales that negatively impact our financial results. Significant impairment charges or losses from asset sales as a result of a decline in market conditions or otherwise could have a material adverse effect on our results of operations in future periods.
Significant impairment charges or losses from asset sales as a result of a decline in market conditions or otherwise could have a material adverse effect on our results of operations in future periods.
Such sentiment may focus on our environmental commitments (such as reducing GHG emissions) or our pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.
Such sentiment may focus on our environmental commitments (such as reducing GHG emissions) or our pursuit of certain employment or business practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments, which could adversely affect our reputation, business, financial performance, market access and growth.
Accordingly, there may be increased costs related to reviewing, implementing and managing such policies, as well as compliance and litigation risks based both on positions we do or do not take, or work we do or do not perform.
Accordingly, there may be increased costs related to reviewing, implementing and managing such policies, as well as compliance and litigation risks based both on positions we do or do not take, or work we do or do not perform. The complex regulatory and legal frameworks applicable to such initiatives continue to evolve.
The energy service industry is subject to the introduction of new drilling and completion techniques and services using new technologies including artificial intelligence, some of which may be subject to patent or other intellectual property protections.
New technology may cause us to become less competitive. The energy service industry is subject to the introduction of new drilling and completion techniques and services using new technologies, including AI, some of which may be subject to patent or other intellectual property protections.
In addition, future price increases for this type of equipment, parts and raw materials could negatively impact our ability to purchase new equipment, to update or expand our existing fleets, to timely repair equipment in our existing fleets or meet the current demands of our customers.
In addition, future price increases (including as a result of potential or increased tariffs) for this type of specialized equipment, parts and raw materials could negatively impact our ability to purchase new equipment, including new power generation assets, to update or expand our existing fleets, to timely repair equipment in our existing fleets or meet the current demands of our customers.
Our operations are geographically concentrated in the Permian Basin. For the years ended December 31, 2024, 2023 and 2022, approximately 98.5%, 98.1% and 98.3%, respectively, of our revenues were attributable to our operations in the Permian Basin.
For the years ended December 31, 2025, 2024 and 2023, approximately 100.0%, 98.5% and 98.1%, respectively, of our revenues were attributable to our operations in the Permian Basin.
A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss. The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain processing activities. For example, we depend on digital technologies to perform many of our services and process and record operational and accounting data.
A cyber incident could occur and result in information theft, data corruption, operational disruptions, reputational harm and/or financial loss. Our and our customers’ businesses have become increasingly dependent on digital technologies to conduct certain processing activities. For example, we depend on digital technologies to perform many of our services and process and record operational and accounting data.
A prolonged economic slowdown or recession in the United States, adverse events relating to the energy industry or regional, national and global economic conditions and factors, particularly a further slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results.
Our business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry. 16 A prolonged economic slowdown or recession in the United States, adverse events relating to the energy industry or regional, national and global economic conditions and factors, particularly a slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results.
For example, in 2024, we recorded property and equipment impairment charges of $188.6 million in connection with our Tier II Units and $23.6 million in connection with the goodwill in our wireline operating segment. In 2022, we recorded property and equipment impairment charges of $57.5 million in connection with our DuraStim ® electric powered hydraulic fracturing equipment .
For example, in fiscal year 2024, we recorded property and equipment impairment charges of $188.6 million in connection with our Tier II Units and $23.6 million in connection with the goodwill in our Wireline operating segment.
Any failure to manage acquisitions and expansions effectively or integrate acquired assets or businesses into our existing operations successfully, or to realize the expected benefits from an acquisition or minimize any unforeseen operational difficulties, could have a material adverse effect on our business, financial condition, prospects or results of operations. We may be adversely affected by the effects of inflation.
Any failure to manage acquisitions, expansions or other strategic transactions effectively or integrate acquired assets or businesses into our existing operations successfully, or to realize the expected benefits from such transactions or minimize any unforeseen operational difficulties, could have a material adverse effect on our business, financial condition, prospects or results of operations.
Since hydraulic fracturing activities are part of our operations, they are covered by our insurance against claims made for bodily injury, property damage and cleanup costs stemming from a sudden and accidental pollution event.
This may cause us to restrict our operations, which might severely impact our financial position. Since hydraulic fracturing activities are part of our operations, they are covered by our insurance against claims made for bodily injury, property damage and cleanup costs stemming from a sudden and accidental pollution event.
For example, in January 2025, we experienced an accident at a customer site that resulted in one fatality and injured two others, which temporarily halted operations and is subject to routine investigation by OSHA. The cost of managing such risks may be significant.
For example, in January 2025, we experienced an accident at a customer site that resulted in one fatality and injured two others, which temporarily halted operations and resulted in our being issued a citation by the Occupational Safety and Health Administration. The cost of managing such risks may be significant.
Additionally, certain statements or initiatives with respect to ESG-related matters that we may pursue or assert are increasingly subject to heightened scrutiny from the public and governmental authorities, as well as other parties.
Additionally, certain statements or initiatives with respect to sustainability-related matters that we may pursue or assert are increasingly subject to heightened scrutiny from the public and governmental authorities, as well as other parties, who may allege that such statements or initiatives are misleading, false or otherwise deceptive (sometimes referred to as “greenwashing”).
In 2023, the volatility and overall decline in oil and natural gas prices caused a reduction in our customers’ spending and associated drilling and completion activities, which has had and may continue to have an adverse effect on our revenue and cash flows, if the WTI oil price remains highly volatile or declines in the future.
In 2025, price volatility continued and crude oil prices generally declined, contributing to reductions in our customers’ spending and associated drilling and completion activities, which has had and may continue to have an adverse effect on our revenue and cash flows, if the WTI oil price remains highly volatile or declines further in the future.
The nature of our operations, including the handling, storing, transporting and disposing of a variety of fluids and substances, including hydraulic fracturing fluids, which can contain substances such as hydrochloric acid, and other regulated substances, air emissions and wastewater discharges exposes us to some risks of environmental liability, including the release of pollutants from oil and natural gas wells and associated equipment to the environment.
The nature of our operations, including the handling, storing, transporting and disposing of a variety of fluids and substances, including hydraulic fracturing fluids, which can contain substances such as hydrochloric acid, and other regulated substances, air emissions, urea and ammonia, glycol, oil and coolant, consumables and wastewater discharges exposes us to some risks of environmental liability, including the release of pollutants from oil and natural gas wells and associated equipment to the environment, emissions or releases from our power generating equipment including air emissions, consumables which require disposal and contribute to waste storage with little to no recyclability, and potential spills from gas processing equipment.
Terrorist activities, the threat of potential terrorist activities, political or civil unrest and any resulting economic downturn could adversely affect our results of operations, impair our ability to raise capital or otherwise adversely impact our ability to realize certain business strategies. 20 We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition and results of operations.
Terrorist activities, the threat of potential terrorist activities, political or civil unrest and any resulting economic downturn could adversely affect our results of operations, impair our ability to raise capital or otherwise adversely impact our ability to realize certain business strategies.
Our competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. The amount of equipment available may exceed demand, which could result in active price competition. In addition, some E&P companies have commenced completing their wells using their own hydraulic fracturing equipment and personnel.
Our competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. The amount of equipment available may exceed demand, which could result in active price competition.
The energy service industry is highly competitive and has relatively few barriers to entry. The principal competitive factors impacting sales of our services are price, reputation and technical expertise, equipment and service quality and health and safety standards.
The principal competitive factors impacting sales of our services are price, reputation and technical expertise, equipment and service quality and health and safety standards.
We may grow through acquisitions and/or internal expansions, and our failure to properly plan and manage such growth may adversely affect our performance. 21 We have completed and may in the future pursue, asset acquisitions or acquisitions of businesses. We have internally expanded and may in the future expand into new lines of business.
We may pursue acquisitions, internal expansions or other strategic transactions, and our failure to properly plan and manage such growth may adversely affect our performance. We have completed and may in the future pursue asset acquisitions, acquisitions of businesses or other strategic transactions.
It is likely that we will depend on a relatively small number of customers for a significant portion of our revenue in the future. If a major customer fails to pay us, revenue would be impacted and our operating results and financial condition could be harmed.
It is likely that we will depend on a relatively small number of customers for a significant portion of our revenue in the future. If we cease to do work for a customer, our operating results and financial condition would be adversely affected unless we successfully redeploy the equipment.
To the extent any enforcement actions or other litigation is brought against us as a result of emerging viewpoints and legal interpretations, our business, financial condition and access to financing may be materially and adversely affected. Certain of our completion services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water.
We cannot be certain of the impact of such regulatory, legal and other developments on our business. To the extent any enforcement actions or other litigation is brought against us a result of emerging viewpoints and legal interpretations, our business, financial condition and access to financing may be materially and adversely affected.
Should our current suppliers (or our customers’ suppliers where applicable) be unable or unwilling to provide the necessary equipment, parts or raw materials or otherwise fail to deliver the products timely and/or in the quantities required, any resulting delays in the provision of our services could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Should our current suppliers (or our customers’ suppliers where applicable) be unable or unwilling to provide the necessary equipment, parts or raw materials or otherwise fail to deliver the products timely and/or in the quantities 24 required, whether as a result of a disruption to the timely supply of raw materials, parts and finished goods, or increases in the cost of transportation services (including due to general inflationary pressures, potential or increased tariffs, cost of fuel and labor, labor disputes, governmental regulation or restrictions), any resulting delays in the provision of our services could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock. There can be no assurance that we will purchase all the shares authorized under our share repurchase program or that such program will enhance the long-term value of our share price.
Any sales of shares of our common stock by such holder, or expectations thereof, could similarly have the effect of depressing the market price of our common stock. There can be no assurance that we will purchase all the shares authorized under our share repurchase program or that such program will enhance the long-term value of our share price.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Information Technology Director presents an update on cybersecurity risk management to the audit committee of our Board during quarterly meetings and the audit committee provides relevant updates to the Board.
Biggest changeThe audit committee of our Board is responsible for oversight of risks from cybersecurity threats. The Information Technology Director presents an update on cybersecurity risk management to the audit committee of our Board during quarterly meetings and the audit committee provides relevant updates to the Board.
Our Information Technology Director also works with third-party service providers to assess potential cybersecurity threats and determines risk scores based on the likelihood of threats and the potential impacts of the threats, prioritizes risk and determines and recommends to our management controls aimed to counter such threats.
Our Information Technology Director also works with third-party service providers to assess potential cybersecurity threats, determines risk scores based on the likelihood of threats and the potential impacts of the threats, prioritizes risk and determines and recommends to our management controls aimed to counter such threats.
The Information Technology Director reports to the audit committee of our Board with respect to emerging cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us. Our Information Technology Director and our Chief Financial Officer are ultimately responsible for the implementation of our cybersecurity risk management processes.
The Information 33 Technology Director reports to the audit committee of our Board with respect to emerging cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us. Our Information Technology Director and our Chief Financial Officer are ultimately responsible for the implementation of our cybersecurity risk management processes.
We assess third-party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addenda to our contracts where applicable. We also maintain procedures designed to protect the security of personally identifiable information, and our Privacy Policy provides details regarding the collection, storage, usage, and destruction of data.
We assess third-party cybersecurity controls through a cybersecurity questionnaire and aim to include security and privacy addenda to our contracts where applicable. We also maintain procedures designed to protect the security of personally identifiable information, and our Privacy Policy provides details regarding the collection, storage, usage, and destruction of data.
Our risk assessment framework involves an information security risk assessment procedure that helps us identify potential cybersecurity threats and vulnerabilities (including relating to the use of third-party service providers) and then determine strategies to mitigate or counter the threats. As part of this process, we conduct annual penetration testing utilizing a third-party service provider.
Our risk assessment framework involves an information security risk assessment procedure that helps us oversee and identify potential cybersecurity threats and vulnerabilities (including relating to the use of third-party service providers) and then determine strategies to mitigate or counter the threats. As part of this process, we aim to conduct annual penetration testing utilizing a third-party service provider.
Impact of Risks from Cybersecurity Threats As of the date of this report, though the Company and our service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity incidents that have materially affected or are reasonably likely to materially 33 affect us, including our business strategy, results of operations and financial condition.
Impact of Risks from Cybersecurity Threats As of the date of this report, though the Company and our service providers have experienced certain cybersecurity incidents, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations and financial condition.
See Part I, "Item 1A. Risk Factors" of this Annual Report for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems.
See Part I, “Item 1A. Risk Factors” of this Annual Report for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems.
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Our cybersecurity risk management efforts are led by our Information Technology Director, who oversees our cybersecurity activities and is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents as part of our ISMS.
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Our cybersecurity risk management and oversight are led by our Information Technology Director and our Chief Financial Officer, who are responsible for evaluating cybersecurity risks, reviewing incident trends, and overseeing the effectiveness of security controls.
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To facilitate effective oversight, they hold discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging cybersecurity risks. They have experience managing enterprises relying on technology and business systems with cybersecurity risks and consults with trusted advisors where appropriate. The audit committee of our Board is responsible for oversight of risks from cybersecurity threats.
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Our current Information Technology Director and Chief Financial Officer have served in our cybersecurity risk management and oversight function since the second half of fiscal year 2025. Our Information Technology Director brings extensive experience in information systems, cybersecurity and enterprise technology leadership.
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His background includes driving our digital transformation, leading the development of the Company’s modern data platform, establishing enterprise-wide data governance, and implementing analytics and core infrastructure strategies to optimize the Company’s business and operations. He has successfully aligned technology architecture with business objectives and executed strategic technology initiatives.
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Our Chief Financial Officer was formerly the Chief Executive Officer of a private company and ultimately responsible for managing cybersecurity risks in that role. Our Information Technology Director and Chief Financial Officer operate within established governance frameworks defined in the Company’s policies and supported by independent third-party assessments aligned with the U.S. National Institute of Standards and Technology Cybersecurity Framework.
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The Information Technology Director directs the information security program, assesses operational risks, and prioritizes mitigation activities, while the Chief Financial Officer participates in enterprise level risk oversight. They hold regular discussions to review all operational matters, including cybersecurity posture, emerging threats, and ongoing initiatives.
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To ensure continuous improvement of the Company's cybersecurity posture, they work throughout the year with external cybersecurity experts to evaluate the Company's security maturity, monitor evolving risks, and support the development of annual cybersecurity roadmaps.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters is located at 303 W. Wall Street, Suite 102, Midland, Texas 79701. In addition to our headquarters, we also own and lease other properties that are used for field offices, yards, or storage in the Permian Basin. We believe that our facilities are adequate for our current operations.
Biggest changeItem 2. Properties. Our corporate headquarters is located at One Marienfeld Place, 110 N. Marienfeld Street, Suite 300, Midland, Texas 79701. In addition to our headquarters, we also own and lease other properties that are used for field offices, yards, or storage in the Permian Basin. We believe that our facilities are adequate for our current operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. Disclosure concerning legal proceedings is incorporated by reference to " Note 18. Commitments and Contingencies— Contingent Liabilities " o f our Consolidated Financial Statements contained in this Annual Report. From time to time, we may be subject to various other legal proceedings and claims incidental to or arising in the ordinary course of our business.
Biggest changeItem 3. Legal Proceedings. Disclosure concerning legal proceedings is incorporated by reference to “ Note 18. Commitments and Contingencies— Contingent Liabilities” o f our Consolidated Financial Statements contained in this Annual Report. From time to time, we may be subject to various other legal proceedings and claims incidental to or arising in the ordinary course of our business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn addition, our ABL Credit Facility places certain restrictions on our ability to pay cash dividends. 34 Share Repurchase Program The following sets forth information with respect to our repurchases of shares of common stock during the three months ended December 31, 2024: Period Total number of shares purchased Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1, 2024 to October 31, 2024 353,171 $ 8.15 353,171 $ 89,654,253 November 1, 2024 to November 30, 2024 70,305 $ 7.13 70,305 $ 89,152,858 December 1, 2024 to December 31, 2024 — $ — — $ 89,152,858 Total 423,476 $ 7.98 423,476 $ 89,152,858 (1) On April 24, 2024, the Board approved an increase and extension of the share purchase program previously authorized on May 17, 2023.
Biggest changeShare Repurchase Program The following sets forth information with respect to our repurchases of shares of common stock during the three months ended December 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1, 2025 to October 31, 2025 — $ — — $ 89,152,858 November 1, 2025 to November 30, 2025 — $ — — $ 89,152,858 December 1, 2025 to December 31, 2025 — $ — — $ 89,152,858 Total — $ — — $ 89,152,858 (1) In May 2025, the Board approved a further extension of the share purchase program initially authorized on May 17, 2023.
Our future dividend policy is within the discretion of our Board and will depend upon then‑existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our Board may deem relevant.
Our future dividend policy is within the discretion of our Board and will depend upon then‑existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors 34 our Board may deem relevant.
Performance Graph The annual changes for the periods shown in the following graph are based on the assumption that $100 had been invested in our common stock, the Russell 2000 Index (“Russell 2000”) and a self-constructed peer group index of comparable companies (“Updated Peer Group”) on December 31, 2019, and that all dividends were reinvested at the closing prices of the dividend payment dates.
Performance Graph The annual changes for the periods shown in the following graph are based on the assumption that $100 had been invested in our common stock, the Russell 2000 Index (“Russell 2000”) and a self-constructed peer group index of comparable companies (“Peer Group”) on December 31, 2020, and that all dividends were reinvested at the closing prices of the dividend payment dates.
Dividends We do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business and repay borrowings under our ABL Credit Facility, if any.
Dividends We do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business and repay borrowings under our ABL Credit Facility, our Caterpillar Equipment Loan Agreement and any other financing arrangements.
Our common stock is traded on the New York Stock Exchange under the symbol "PUMP." Holders As of December 31, 2024, there were 102,994,958 shares of common stock outstanding, held of record by five holders. The number of record holders of our common stock does not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
Our common stock is traded on the New York Stock Exchange under the symbol “PUMP.” Holders As of December 31, 2025, there were 104,310,266 shares of common stock outstanding, held of record by seven holders. The number of record holders of our common stock does not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
The stock price performance on the following graph and table is not necessarily indicative of future stock price performance. 35 Date Former Peer Group Updated Peer Group Russell 2000 ProPetro Holding Corp. 12/31/2019 $ 100.0 $ 100.0 $ 100.0 $ 100.0 12/31/2020 $ 64.1 $ 64.1 $ 120.0 $ 65.7 12/31/2021 $ 80.3 $ 80.3 $ 137.7 $ 72.0 12/31/2022 $ 153.1 $ 153.1 $ 109.6 $ 92.2 12/31/2023 $ 130.0 $ 106.4 $ 128.1 $ 74.5 12/31/2024 $ 116.6 $ 95.7 $ 142.9 $ 82.9
The stock price performance on the following graph and table is not necessarily indicative of future stock price performance. 35 Date Peer Group Russell 2000 ProPetro Holding Corp. 12/31/2020 $ 100.0 $ 100.0 $ 100.0 12/31/2021 $ 125.4 $ 114.8 $ 109.6 12/31/2022 $ 239.1 $ 91.4 $ 140.3 12/31/2023 $ 166.2 $ 106.8 $ 113.4 12/31/2024 $ 149.5 $ 119.1 $ 126.3 12/31/2025 $ 124.4 $ 134.4 $ 128.7
The relevant companies included in our Updated Peer Group consists of Liberty Energy Inc., Patterson-UTI Energy, Inc., RPC, Inc., Calfrac Well Services Ltd., Mammoth Energy Services, Inc. and ProFrac Holding Corp. (added in 2024). We have also included our previous peer group (“Former Peer Group”) which did not include ProFrac Holding Corp. in the following graph.
The relevant companies included in our Peer Group consists of Liberty Energy Inc., Patterson-UTI Energy, Inc., RPC, Inc., Calfrac Well Services Ltd., Mammoth Energy Services, Inc. and ProFrac Holding Corp. The total cumulative dollar returns shown in the graph represent the value that such investments would have had on the last trading date of 2025.
The program permits the repurchase of up to an additional $100 million of the Company’s common stock for a total of $200 million and extends the expiration date by one year to May 31, 2025.
As extended, the program permits the repurchase of up to $200 million of the Company’s common stock through December 31, 2026.
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(2) The average price paid per share includes commissions.
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In addition, our ABL Credit Facility places certain restrictions on our ability to pay cash dividends.
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The total cumulative dollar returns shown on the graph represent the value that such investments would have had on the last trading date of 2024. The calculations exclude trading commissions and taxes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth certain financial information with respect to the Company’s reportable segments; intersegment revenues are shown under “Reconciling Items” (in thousands): 42 Hydraulic Fracturing Wireline Cementing All Other Reconciling Items Total Year ended December 31, 2024 Service revenue $ 1,092,000 $ 203,182 $ 149,411 $ — $ (307) $ 1,444,286 Adjusted EBITDA $ 270,505 $ 43,857 $ 26,539 $ (370) $ (57,288) $ 283,243 Depreciation and amortization $ 182,188 $ 20,633 $ 8,812 $ — $ 100 $ 211,733 Property and equipment impairment expense (1) $ 188,601 $ — $ — $ — $ — $ 188,601 Goodwill impairment expense (2) $ — $ 23,624 $ — $ — $ — $ 23,624 Operating lease expense on FORCE ® fleets (3) $ 47,141 $ — $ — $ — $ — $ 47,141 Capital expenditures $ 116,257 $ 7,713 $ 9,376 $ — $ 42 $ 133,388 Goodwill $ 920 $ — $ — $ — $ — $ 920 Total assets $ 961,485 $ 156,349 $ 73,935 $ — $ 31,876 $ 1,223,645 Hydraulic Fracturing Wireline Cementing All Other Reconciling Items Total Year ended December 31, 2023 Service revenue $ 1,280,523 $ 229,599 $ 120,277 $ — $ — $ 1,630,399 Adjusted EBITDA $ 366,809 $ 61,930 $ 24,665 $ — $ (49,444) $ 403,960 Depreciation and amortization $ 156,057 $ 18,762 $ 5,845 $ — $ 222 $ 180,886 Operating lease expense on FORCE ® fleets (3) $ 5,087 $ — $ — $ — $ — $ 5,087 Capital expenditures $ 294,377 $ 12,203 $ 3,440 $ — $ — $ 310,020 Goodwill $ — $ 23,624 $ — $ — $ — $ 23,624 Total assets $ 1,189,526 $ 198,957 $ 78,475 $ — $ 13,354 $ 1,480,312 Hydraulic Fracturing Wireline Cementing All Other Reconciling Items Total Year ended December 31, 2022 Service revenue $ 1,143,216 $ 31,188 $ 91,857 $ 13,440 $ — $ 1,279,701 Adjusted EBITDA $ 339,186 $ 7,926 $ 14,897 $ (1,463) $ (43,956) $ 316,590 Depreciation and amortization $ 117,753 $ 2,619 $ 5,089 $ 2,240 $ 407 $ 128,108 Property and equipment impairment expense (1) $ 57,454 $ — $ — $ — $ — $ 57,454 Capital expenditures $ 347,757 $ 2,265 $ 7,769 $ 1,876 $ 5,649 $ 365,316 Goodwill $ — $ 23,624 $ — $ — $ — $ 23,624 Total assets $ 1,092,658 $ 173,489 $ 46,944 $ — $ 22,695 $ 1,335,786 ____________________ (1) Represents noncash property and equipment impairment expense on our conventional Tier II diesel-only hydraulic fracturing pumps and associated conventional assets (“Tier II Units”) for the year ended December 31, 2024, and noncash impairment expense on our DuraStim ® electric-powered hydraulic fracturing equipment for the year ended December 31, 2022.
Biggest changeThe following tables set forth certain financial information with respect to the Company’s reportable segments; intersegment revenues are shown under “Reconciling Items” (in thousands): Hydraulic Fracturing Wireline Cementing Power Generation Reconciling Items Total Year ended December 31, 2025 Service revenue $ 929,210 $ 209,034 $ 130,266 $ 1,538 $ (890) $ 1,269,158 Adjusted EBITDA $ 208,566 $ 41,563 $ 22,011 $ (11,580) $ (52,117) $ 208,443 Depreciation and amortization $ 143,785 $ 22,269 $ 8,098 $ 673 $ 71 $ 174,896 Operating lease expense on FORCE ® fleets (1) $ 61,274 $ — $ — $ — $ — $ 61,274 Capital expenditures incurred $ 69,149 $ 7,922 $ 5,752 $ 198,373 $ — $ 281,196 Goodwill $ 920 $ — $ — $ — $ — $ 920 Total assets (2) $ 841,180 $ 162,225 $ 69,396 $ 201,481 $ 16,608 $ 1,290,890 Hydraulic Fracturing Wireline Cementing Power Generation Reconciling Items Total Year ended December 31, 2024 Service revenue $ 1,092,000 $ 203,182 $ 149,411 $ — $ (307) $ 1,444,286 Adjusted EBITDA $ 270,505 $ 43,857 $ 26,539 $ (370) $ (57,288) $ 283,243 Depreciation and amortization (3) $ 194,557 $ 20,633 $ 8,819 $ — $ 100 $ 224,109 Property and equipment impairment expense (4) $ 188,601 $ — $ — $ — $ — $ 188,601 Goodwill impairment expense (5) $ — $ 23,624 $ — $ — $ — $ 23,624 Operating lease expense on FORCE ® fleets (1) $ 47,141 $ — $ — $ — $ — $ 47,141 Capital expenditures incurred $ 116,257 $ 7,713 $ 9,376 $ — $ 42 $ 133,388 Goodwill $ 920 $ — $ — $ — $ — $ 920 Total assets (2) $ 961,485 $ 156,349 $ 73,935 $ — $ 31,876 $ 1,223,645 Hydraulic Fracturing Wireline Cementing Power Generation Reconciling Items Total Year ended December 31, 2023 Service revenue $ 1,280,523 $ 229,599 $ 120,277 $ — $ — $ 1,630,399 Adjusted EBITDA $ 366,809 $ 61,930 $ 24,665 $ — $ (49,444) $ 403,960 Depreciation and amortization (3) $ 194,745 $ 18,762 $ 5,879 $ — $ 222 $ 219,608 Operating lease expense on FORCE ® fleets (1) $ 5,087 $ — $ — $ — $ — $ 5,087 Capital expenditures incurred $ 294,377 $ 12,203 $ 3,440 $ — $ — $ 310,020 Goodwill $ — $ 23,624 $ — $ — $ — $ 23,624 Total assets (2) $ 1,189,526 $ 198,957 $ 78,475 $ — $ 13,354 $ 1,480,312 ____________________ (1) Represents amortization of right-of-use assets and interest expense on lease liabilities related to operating leases on our FORCE ® electric-powered hydraulic fracturing fleets.
Our results of operations have historically reflected seasonal tendencies, typically in the fourth quarter, relating to the holiday season, inclement winter weather and exhaustion of our customers' annual budgets.
Our results of operations have historically reflected seasonal tendencies, typically in the fourth quarter, relating to the holiday season, inclement winter weather and the exhaustion of our customers' annual budgets.
Demand for our services is largely dependent on oil and natural gas prices, and our customers’ well completion budgets and rig count. Our revenue, profitability and cash flows are highly dependent upon prevailing crude oil prices and expectations about future prices. For many years, oil prices and markets have been extremely volatile.
Demand for our completion services is largely dependent on oil and natural gas prices, and our customers’ well completion budgets and rig count. Our revenue, profitability and cash flows are highly dependent upon prevailing crude oil prices and expectations about future prices. For many years, oil prices and markets have been extremely volatile.
Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, and research analysts, to assess our financial performance because it allows us and other users to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), nonrecurring (income) expenses and items outside the control of our management team (such as income taxes).
Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, and research analysts, to assess our financial performance because it allows us and other users to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), nonrecurring expenses/(income) and items outside the control of our management team (such as income taxes).
Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider Adjusted EBITDA and Adjusted EBITDA margin in isolation or as a substitute for an analysis of our results as reported under GAAP.
Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider 42 Adjusted EBITDA and Adjusted EBITDA margin in isolation or as a substitute for an analysis of our results as reported under GAAP.
(3) Other income for the year ended December 31, 2024 is primarily comprised of tax refunds (net of advisory fees) totaling $5.0 million and insurance reimbursements of $2.0 million, partially offset by a $2.0 million loss to a customer related to an accidental cementing job failure.
Other income for the year ended December 31, 2024 is primarily comprised of tax refunds (net of advisory fees) totaling $5.0 million and insurance reimbursements of $2.0 million, partially offset by a $2.0 million loss to a customer related to an accidental cementing job failure.
How We Generate Revenue We generate revenue through our completion services, and more specifically, by providing hydraulic fracturing services to our customers. We operate a fleet of mobile hydraulic fracturing, wireline and cementing units and other auxiliary equipment to perform completion services to E&P companies.
How We Generate Revenue We generate revenue predominantly through our completion services, and more specifically, by providing hydraulic fracturing services to our customers. We operate a fleet of mobile hydraulic fracturing, wireline and cementing units and other auxiliary equipment to perform completion services to E&P companies.
Future cash flows are subject to a number of variables, and are highly dependent on the drilling and completion, and production activity by our customers, which in turn is highly dependent on oil and natural gas prices.
Future cash flows are subject to a number of variables, and are highly dependent on the 48 drilling and completion, and production activity by our customers, which in turn is highly dependent on oil and natural gas prices.
As a result, we are working with our customers and equipment manufacturers to transition our equipment to a lower emissions profile.
As a result, we are working with our customers and equipment manufacturers to transition our equipment into a lower emissions profile.
If the Permian Basin rig count and market conditions improve, including improved pricing for our services and labor availability, and we are able to meet our customers' lower emissions equipment demands, we believe our operational and 39 financial results will also continue to improve.
If the Permian Basin rig count and market conditions improve, including improved pricing for our services and labor availability, and we are able to meet our customers' lower emissions equipment demands, we believe our operational and financial results will also improve.
The final determination of our income tax 50 liabilities involves the interpretation of local tax laws and related authorities in each jurisdiction. Changes in the operating environments, including changes in tax law, could impact the determination of our income tax liabilities for a tax year. 51
The final determination of our income tax liabilities involves the interpretation of local tax laws and related authorities in each jurisdiction. Changes in the operating environments, including changes in tax law, could impact the determination of our income tax liabilities for a tax year.
Cash and Cash Flows The following table sets forth our net cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2024 and 2023, respectively.
Cash and Cash Flows The following table sets forth our net cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2025 and 2024, respectively.
The Company is not obligated to purchase any shares under the share repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases using cash on hand and expected free cash flow to be generated through May 2025.
The Company is not obligated to purchase any shares under the share repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases using cash on hand and expected free cash flow to be generated through December 2026.
In determining our need for a valuation allowance as of December 31, 2024, we have considered and made judgments and estimates regarding estimated future taxable income.
In determining our need for a valuation allowance as of December 31, 2025, we have considered and made judgments and estimates regarding estimated future taxable income.
Our cash is primarily used to fund our operations, support growth opportunities, fund share repurchases under our share repurchase program and satisfy future debt payments.
Our cash is primarily used to fund our operations, support growth opportunities, fund share repurchases under our share repurchase program and satisfy future debt repayments and lease payments.
Effective June 26, 2024, the company entered into an amendment to its amended and restated revolving credit facility (the revolving credit facility, as amended and restated in April 2022, as amended in June 2023, as amended in June 2024 and as may be amended further, the “ABL Credit Facility”).
ABL Credit Facility : Effective December 26, 2025, the Company entered into an amendment to its amended and restated revolving credit facility (the revolving credit facility, as amended and restated in April 2022, as amended in June 2023, as amended in June 2024, as amended in December 2025 and as may be amended further, the “ABL Credit Facility”).
Direct Labor Costs. Payroll and benefit expenses related to our crews and other employees that are directly or indirectly attributable to the effective delivery of services are included in our operating costs. Direct lab or costs amounted to 30.2% and 28.7% of total costs of service for the years ended December 31, 2024, and 2023, respectively.
Direct Labor Costs. Payroll and benefit expenses related to our crews and other employees that are directly or indirectly attributable to the effective delivery of services are included in our operating costs. Direct labor costs amounted to 28.5% and 30.2% of total costs of service for the years ended December 31, 2025, and 2024, respectively.
A significant increase in or continued high levels of inflation, to the extent we are unable to timely pass-through the cost increases to our customers, further declines in crude oil prices, or potential change in U.S trade policy, including the imposition of tariffs and the resulting consequences, would negatively impact our business, financial condition and results of operations.
A significant increase in or continued high levels of inflation, to the extent we are unable to timely pass-through the cost increases to our customers, further declines in crude oil prices, or potential changes in the United States’ trade policy, including the imposition of tariffs and the resulting consequences, would negatively impact our business, financial condition and results of operations.
Our Borrowing Base (as defined below), as redetermined monthly, is tied to the sum of 85% to 90% of monthly eligible accounts receivable and 80% of eligible unbilled accounts (up to a maximum of 25% of the Borrowing Base), in each case, depending on the credit ratings of our accounts receivable counterparties, less customary reserves.
Our Borrowing Base (as defined below), under our ABL Credit Facility, as redetermined monthly, is tied to the sum of 85% to 90% of monthly eligible accounts receivable and 80% of eligible unbilled accounts (up to a maximum of 25% of the Borrowing Base), in each case, depending on the credit ratings of our accounts receivable counterparties, less customary reserves (the “Borrowing Base”).
During the year ended December 31, 2024, we recorded goodwill impairment expense of $23.6 million in our Wireline reportable segment during the year ended December 31, 2024. No goodwill impairment expense was recorded during the year ended December 31, 2023. Loss on Disposal of Assets and Business.
There was no goodwill impairment expense during the year ended December 31, 2025. During the year ended December 31, 2024, we recorded goodwill impairment expense of $23.6 million in our Wireline reportable segment. Loss (Gain) on Disposal of Assets and Business.
The historical weekly average Permian Basin rig count based on Baker Hughes rig count information was as follows: Year Ended December 31, Drilling Rig Type (Permian Basin) 2024 2023 2022 Directional 3 3 3 Horizontal 296 323 318 Vertical 10 9 14 Total 309 335 335 Average Permian Basin rig count to U.S. rig count 51.6 % 48.7 % 46.3 % Costs of Conducting our Business The principal direct costs involved in operating our business are direct labor, expendables and other direct costs.
The historical weekly average Permian Basin rig count based on Baker Hughes rig count information was as follows: Year Ended December 31, Drilling Rig Type (Permian Basin) 2025 2024 2023 Directional 10 3 3 Horizontal 257 296 323 Vertical 5 10 9 Total 272 309 335 Average Permian Basin rig count to U.S. rig count 48.5 % 51.6 % 48.7 % 41 Costs of Conducting our Business The principal direct costs involved in operating our business are direct labor, expendables and other direct costs.
Basis of Presentation This discussion of our results omits our results of operations and cash flows for the year ended December 31, 2022, and the comparison of our results of operations for the years ended December 31, 2023, and 2022, which may be found in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024.
Basis of Presentation This discussion of our results omits our results of operations and cash flows for the year ended December 31, 2023, and the comparison of our results of operations for the years ended December 31, 2024, and 2023, which may be found in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025.
These costs comprise a substantial variable component of our service costs, particularly with respect to the quantity and quality of sand and chemicals demanded when providing hydraulic fracturing services. Expendable product costs comprised approximately 25.7% and 32.9% of total costs of service for the years ended 41 December 31, 2024, and 2023, respectively.
These costs comprise a substantial variable component of our service costs, particularly with respect to the quantity and quality of sand and chemicals demanded when providing hydraulic fracturing services. Expendable product costs comprised approximately 26.8% and 25.7% of total costs of service for the years ended December 31, 2025, and 2024, respectively.
Prices are affected by many factors beyond our control. The average WTI oil price per barrel was approximately $76 , $78, and $94 for the years ended December 31, 2024, 2023, and 2022, respectively. In January 2025, the WTI oil price was approximately $74 p er barrel.
Prices are affected by many factors beyond our control. The average WTI oil price per barrel was approximately $65 , $76, and $78 for the years ended December 31, 2025, 2024, and 2023, respectively. In January 2026, the WTI oil price was approximately $60 p er barrel.
Our future capital expenditures depend on our projected operational activity, emission requirements and planned conversions to lower emissions equipment, among other factors, which could vary significantly throughout the year.
Our future capital expenditures depend on our projected operational activity, emission requirements and planned conversions to lower emissions equipment and demand for our power generation services, among other factors, which could vary significantly throughout the year.
Federal Reserve and other central banks to increase interest rates, and to the extent elevated inflation remains, we may experience further cost increases for our operations, including interest rates, labor costs and equipment. We cannot predict any future trends in the rate of inflation and crude oil prices.
Sustained levels of high inflation likewise caused the U.S. Federal Reserve and other central banks to increase interest rates, and to the extent elevated inflation remains, we may experience further cost increases for our operations, including interest rates, labor costs and equipment. We cannot predict any future trends in the rate of inflation and crude oil prices.
Repairs and maintenance costs are expenses directly related to upkeep of equipment, which have been amplified by the demand for higher horsepower jobs. Capital expenditures to upgrade or extend the useful life of equipment are capitalized and are not included in other direct costs.
Fuel is consumed both in the operation and movement of our equipment. Repairs and maintenance costs are expenses directly related to upkeep of equipment, which have been amplified by the demand for higher horsepower jobs. Capital expenditures to upgrade or extend the useful life of equipment are capitalized and are not included in other direct costs.
Net loss for included property and equipment impairment expense of $188.6 million related to our conventional Tier II diesel-only hydraulic fracturing pumping units and associated conventional assets and goodwill impairment expense of $23.6 million related to the goodwill in our wireline operating segment.
Net loss for the year ended December 31, 2024 included property and equipment impairment expense of $188.6 million related to our conventional Tier II diesel-only hydraulic fracturing pumping units and associated conventional assets (“Tier II Units”) and goodwill impairment expense of $23.6 million related to the goodwill in our Wireline operating segment.
Diluted net loss per common share was $1.31, compared to diluted net income of $0.76 for the year ended December 31, 2023.
Diluted net income per common share was $0.01, compared to diluted net loss of $1.31 for the year ended December 31, 2024.
Property and Equipment Impairment Expense. During the year ended December 31, 2024, we recorded noncash property and equipment impairment expense of $188.6 million in connection with the impairment of our Tier II Units, which is included in our Hydraulic Fracturing reportable segment. No property and equipment impairment expense was recorded during the year ended December 31, 2023. Goodwill Impairment Expense.
There was no impairment expense during the year ended December 31, 2025. During the year ended December 31, 2024, we recorded a noncash impairment expense of $188.6 million in connection with the impairment of our Tier II Units, which is included in our Hydraulic Fracturing reportable segment. Goodwill Impairment Expense.
Other income was approximately $5.5 million for the year ended December 31, 2024, as compared to other expense of $9.5 million for the year ended December 31, 2023.
Other income was approximately $9.7 million for the year ended December 31, 2025, as compared to other income of $5.5 million for the year ended December 31, 2024.
Excluding nonrecurring and noncash items ( i.e., stock-based compensation of $17.3 million, legal settlements (net of insurance reimbursements) of $0.2 million, transaction expenses of $1.6 million and retention bonuses and severance expenses of $2.3 million, partially offset by business acquisition contingent consideration adjustments of $2.6 million), general and administrative expenses were $95.5 million for the year ended December 31, 2024, as compared to $94.6 million for the year ended December 31, 2023.
Excluding nonrecurring and noncash items (i.e., stock-based compensation of $16.9 million, retention bonuses and severance expenses of $2.7 million and legal settlements (net of insurance reimbursements) of $0.3 million, partially offset by business acquisition contingent consideration adjustments of $4.9 million), general and administrative expenses were $92.6 million for the year ended December 31, 2025, as compared to $95.5 million for the year ended December 31, 2024.
Interest Expense. Interest expense increased to $7.8 million for the yea r ended December 31, 2024, as compared to $5.3 million for t he year ended December 31, 2023.
Interest expense increased to $8.2 million for the yea r ended December 31, 2025, as compared to $7.8 million for t he year ended December 31, 2024.
The revolving credit facility included a springing fixed charge coverage ratio to apply when excess availability was less than the greater of (i) 10% of the lesser of the facility size or the borrowing base or (ii) $10.0 million.
The ABL Credit Facility includes a springing fixed charge coverage ratio to apply when excess availability is less than the greater of (i) 10% of the lesser of the facility size or the Borrowing Base or (ii) $15.0 million.
We currently expect to receive this equipment in the first half of 2025. We could incur significant additional capital expenditures if our projected activity levels increase during the course of the year, inflation and supply chain tightness continues to adversely impact our operations or we invest in new or different lower emissions equipment.
We could incur significant additional capital expenditures if our projected activity levels increase during the course of the year, inflation and supply chain tightness continue to adversely impact our operations or we invest in new or different lower emissions equipment.
The net decrease of $122.4 million was primarily due to lower net income adjusted for noncash expenses and the timing of our receivable collections from our customers and payments to our vendors.
The net decrease of $20.7 million was primarily attributable to lower net income adjusted for noncash expenses and the timing of our receivable collections from our customers and payments to our vendors.
Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Significant Accounting Policies” of our Consolidated Financial Statements contained in this Annual Report. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Our power generation services operating segments are shown in the “All Other” category for segment reporting purposes.
Our Power Generation operating segment is shown in the “All Other” category for segment reporting purposes.
Our equipment has been designed to handle Permian Basin specific operating conditions a nd the region’s increasingly high‑intensity well completions, which are characterized by longer horizontal wellbores, more frac stages per lateral and increasing amounts of proppant per well. We plan to continually reinvest in our equipment to ensure optimal performance and reliability.
Our completion services equipment has been designed to handle Permian Basin specific operating conditions a nd the region’s increasingly high‑intensity well completions, which are characterized by longer horizontal wellbores, more frac stages per lateral and increasing amounts of proppant per well.
Total income tax benefit was $31.4 million resulting in an effective tax rate of 18.5% for the year ended December 31, 2024, as compared to income tax expense of $29.9 million resulting in an effective tax rate of 25.9% for the year ended December 31, 2023.
Total income tax expense was $7.0 million resulting in an effective tax rate of 89.5% for the year ended December 31, 2025, as compared to income tax benefit of $31.4 million resulting in an effective tax rate of 18.5% for the year ended December 31, 2024.
The estimated useful lives and salvage values of property and equipment are subject to key assumptions such as maintenance, utilization and job variation. Unanticipated future changes in these assumptions could negatively or positively impact our net income (loss).
The estimated useful lives and salvage values of our property and equipment are subject to key assumptions such as maintenance, utilization and job variation. These estimates may change due to a number of factors such as changes in operating conditions or advances in technology. Unanticipated future changes in these assumptions could negatively or positively impact our net income (loss).
Capital expenditures for 2025 are projected to be primarily related to capital expenditures to extend the useful life of our existing completion services assets, costs to convert some existing equipment to lower emissions equipment, purchase power generation equipment, strategic purchases and other ancillary equipment purchases, subject to market conditions and customer demand.
Capital expenditures for 2026 are projected to be primarily related to capital expenditures to purchase power generation equipment, costs to extend the useful life of our existing completion services assets, costs to convert some existing equipment to lower emissions equipment, potential buyout of leased FORCE ® electric-powered hydraulic fracturing fleets, strategic purchases and other ancillary equipment purchases, subject to 51 market conditions and customer demand.
Our estimated useful life could be sensitive to changes in market conditions and management’s judgment, and are likely to change in the future if certain events occur.
The estimated useful lives of these intangible assets could be sensitive to changes in market conditions and management’s judgment, and are likely to change in the future if certain events occur.
Intersegment cost of services, consisting of cost of services incurred to our hydraulic fracturing segment, totaled $0.3 million and $0 for the years ended December 31, 2024 and 2023, respectively. Cementing. Our cementing cost of services increased 30.1%, or $27.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Intersegment cost of services, consisting of cost of services incurred to our Hydraulic Fracturing segment, totaled $0.7 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively. Cementing. Our Cementing cost of services decreased 12.0%, or $14.1 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
During the year ended December 31, 2024 , we recorded property and equipment impairment expense of approximately $188.6 million in connection with our conventional Tier II diesel-only hydraulic fracturing pumping units and associated conventional assets.
During the years ended December 31, 2025 and 2023, we did not recognize any impairment of our long-lived assets. During the year ended December 31, 2024, we recognized property and equipment impairment expense of approximately $188.6 million in connection with our conventional Tier II diesel-only hydraulic fracturing pumping units and associated conventional assets.
Cost of services decreased 5.9%, or $66.3 million, to $1,065.5 million for the year ended December 31, 2024, from $1,131.8 million during the year ended December 31, 2023. Cost of services by reportable segment was as follows: Hydraulic Fracturing.
Cost of se rvices decreased 9.1%, or $97.3 million, to $968.2 million for the year ended December 31, 2025, from $1,065.5 million during the year ended December 31, 2024. Cost of services by reportable segment was as follows: Hydraulic Fracturing.
C ost of services for our hydraulic fracturing segment decreased $86.0 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Our Hydraulic Fracturing segment c ost of services decreased $97.6 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024.
The change in income tax benefit recorded during the year ended December 31, 2024, compared to the change in income tax expense recorded during the year ended December 31, 2023, is primarily attributable to the difference in the impact of nondeductible expenses and state taxes on the pre-tax loss for 2024, as compared to pre-tax income for 2023. 47 Liquidity and Capital Resources Our liquidity is currently provided by (i) existing cash balances, (ii) operating cash flows and (iii) borrowings under our ABL Credit Facility (as defined below).
The change in income tax expense recorded during the year ended December 31, 2025, compared to the change in income tax expense recorded during the year ended December 31, 2024, is primarily attributable to the difference in the impact of nondeductible expenses, state taxes, and valuation allowances on the pre-tax income for fiscal year 2025, as compared to fiscal year 2024. 47 Liquidity and Capital Resources Our liquidity is currently provided by (i) existing cash balances, including proceeds from the 2026 Common Stock Offering, (ii) operating cash flows, (iii) borrowings under our ABL Credit Facility (as defined below) and (iv) borrowings under our Caterpillar Equipment Loan Agreement (as defined below).
The Company currently provides pressure pumping, wireline and other services to ExxonMobil and previously provided such services to Pioneer. 38 On April 22, 2024, we entered into a sub-agreement for hydraulic fracturing services with XTO, a wholly owned subsidiary of ExxonMobil, pursuant to which we will provide hydraulic fracturing, wireline and pumpdown services with two committed FORCE ® electric-powered hydraulic fracturing fleets with the option to add a third FORCE ® fleet (also with wireline and pumpdown services) for a period of three years or for contracted hours, whichever occurs last with respect to each fleet, subject to certain termination and release rights.
On April 22, 2024, we entered into a sub-agreement for hydraulic fracturing services with XTO, a wholly owned subsidiary of ExxonMobil, pursuant to which we will provide hydraulic fracturing, wireline and pumpdown services with two committed FORCE ® electric-powered hydraulic fracturing fleets and the option to add a third FORCE ® fleet (also with wireline and pumpdown services) for a certain number of contracted hours with respect to each fleet, subject to certain termination and release rights.
(2) See Note 3. Supplemental Cash Flows Information in the financial statements for noncash reconciling items. Financing Activities Net cash used in financing activities increased to $80.1 million for the year ended December 31, 2024, compared to $46.1 million for the year ended December 31, 2023.
(2) See “Note 3. Supplemental Cash Flows Information” in the financial statements for noncash reconciling items. Financing Activities Net cash used in financing activities decreased to $40.9 million for the year ended December 31, 2025, compared to $80.1 million for the year ended December 31, 2024.
The shortfall fee represents liquidated damages and is either a fixed percentage of the purchase price for the mi nimum volumes or a fixed price per ton of unpurchased volumes. Our current agreements with Sand Suppliers expire at different times prior to December 31, 2025 .
The shortfall fee represents liquidated damages and is either a fixed percentage of the purchase price for the mi nimum volumes or a fixed price per ton of unpurchased volumes. Our existing agreements with the Sand Suppliers expire on May 31, 2029.
Other general and administrative expense for the year ended December 31, 2022 primarily relates to nonrecurring professional fees paid to external consultants in connection with the Company's audit committee review, SEC investigation, shareholder litigation, legal settlements and other legal matters, net of reimbursements from insurance carriers. 44 Results of Operations In 2024, we conducted our business through four operating segments: hydraulic fracturing, wireline, cementing, and power generation services (started in the fourth quarter of fiscal year 2024 and has not begun any revenue-generating activities yet).
(5) Other general and administrative expense for the years ended December 31, 2024 and 2023 primarily relates to nonrecurring professional fees paid to external consultants in connection with our business acquisitions and legal settlements, net of reimbursements from insurance carriers. 44 Results of Operations In 2024, we conducted our business through four operating segments: Hydraulic Fracturing, Wireline, Cementing, and Power Generation Services (started in the fourth quarter of fiscal year 2024).
In such an event, we may be required to pay shortfall fees or other penalties under the purchase agreement, which could have a material adverse effect on our business, financial condition, or results of operations.
In such an event, we may be required to pay shortfall fees or other penalties under the purchase agreement, which could have a material adverse effect on our business, financial condition, or results of operations. Recent Accounting Pronouncements Disclosure concerning recently issued accounting standards is incorporated by reference to “Note 2.
As a percentage of hydraulic fracturing segment revenues (including equipment reservation fees), hydraulic fracturing cost of services was 73.3% for the year ended December 31, 2024, as compared to 69.2% for the year ended December 31, 2023 driven by the decreased activity levels, customer price decreases and the impact of general cost inflation.
As a percentage of hydraulic fracturing segment revenues, Hydraulic Fracturing cost of services was 75.6% for the year ended December 31, 2025, as compared to 73.3% for the year ended December 31, 2024 driven by customer price decreases and the impact of general cost inflation.
Our hydraulic fracturing operations account for approximately 75.6% of our total revenues and operations. Our total available hydraulic horsepower (“HHP”) at December 31, 2024, w as 1,556,500 HHP, which was comprised of 450,000 HHP of our Tier IV Dynamic Gas Blending (“DGB”) dual-fuel equipment, 294,000 HHP of FORCE ® electric-powered equipment and 812,500 HHP of conventional Tier II equipment.
Our hydraulic fracturing operations account for approximately 73.2% of our total revenues and operations. Our total available hydraulic horsepower (“HHP”) at December 31, 2025, was 1,259,500 HHP, which was comprised of 445,000 HHP of our Tier IV Dynamic Gas Blending (“DGB”) dual-fuel equipment, 312,000 HHP of FORCE ® electric-powered equipment and 502,500 HHP of conventional Tier II equipment.
Our hydraulic fracturing segment revenues decreased 14.7%, or $188.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Our Hydraulic Fracturing segment revenues decreased 14.9%, or $162.8 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Other income during the year ended December 31, 2024 is primarily comprised of tax refunds (net of advisory fees) totaling $5.0 million, insurance reimbursements of $2.0 million and a $2.6 million decrease in estimated fair value of the contingent consideration payable on our acquisition of AquaProp, partially offset by a $2.0 million loss to a customer related to an accidental cementing job failure.
Other income for the year ended December 31, 2024 is primarily comprised of tax refunds (net of advisory fees) totaling $5.0 million and insurance reimbursements of $2.0 million, partially offset by a $2.0 million loss to a customer related to an accidental cementing job failure. Income Taxes.
We incur other direct expenses related to our service offerings, including the costs of fuel, repairs and maintenance, general supplies, equipment rental, lease costs on our FORCE ® electric-powered hydraulic fracturing fleets, and other miscellaneous operating expenses. Fuel is consumed both in the operation and movement of our equipment.
The percentage increase in our expendables was primarily attributable to the impact of general cost inflation. Other Direct Costs. We incur other direct expenses related to our service offerings, including the costs of fuel, repairs and maintenance, general supplies, equipment rental, lease costs on our FORCE ® electric-powered hydraulic fracturing fleets, and other miscellaneous operating expenses.
Revenue. Revenue decreased 11.4%, or $186.1 million, to $1,444.3 million for the year ended December 31, 2024, as compared to $1,630.4 million for the year ended December 31, 2023. Revenue by reportable segment was as follows: Hydraulic Fracturing.
Revenues decreased 12.1%, or $175.1 million, to $1,269.2 million for the year ended December 31, 2025, as compared to $1,444.3 million for the year ended December 31, 2024. Revenue by reportable segment was as follows: Hydraulic Fracturing.
We received a promissory note for $13.0 million as consideration. The note receivable is secured by substantially all assets of the former employee’s business and the former employee’s ownership interests in and distributions from the business.
We received a promissory note for $13.0 million as consideration, and recorded a gain on disposal of $8.2 million related to the sale of the business. The note receivable was secured by substantially all assets of the divested operations and the former employee’s ownership interests in and distributions from the business.
(3) Inclusive of stock‑based compensation. 45 (4) For definitions of the non‑GAAP financial measures of Adjusted EBITDA and Adjusted EBITDA margin and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to our most directly comparable financial measures calculated in accordance with GAAP, please read “How We Evaluate Our Operations.” (5) The non‑GAAP financial measure of Adjusted EBITDA margin for the Hydraulic Fracturing segment is calculated by taking Adjusted EBITDA for the Hydraulic Fracturing segment as a percentage of our revenues for the Hydraulic Fracturing segment.
(4) For definitions of the non‑GAAP financial measures of Adjusted EBITDA and Adjusted EBITDA margin and reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to our most directly comparable financial measure calculated in accordance with GAAP, please read “How We Evaluate Our Operations.” (5) Net loss margin reflects our net loss as a percentage of our revenue.
The significant assumption is uncertain in that it is driven by future demand for our services and utilization, which could be impacted by crude oil market prices, future market conditions and technological advancements.
The significant assumptions in our cash flow forecasts are our estimated equipment utilization and profitability. These assumptions are uncertain in that they are driven by future demand for our services and utilization, which could be impacted by crude oil market prices, future market conditions and technological advancements.
Year Ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 252,295 $ 374,742 Net cash used in investing activities $ (155,099) $ (384,127) Net cash used in financing activities $ (80,107) $ (46,123) Operating Activities Net cash provided by operating activities was $252.3 million for the year ended December 31, 2024, as compared to $374.7 million for the year ended December 31, 2023.
(in thousands) Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 231,607 $ 252,295 Net cash used in investing activities $ (149,811) $ (155,099) Net cash used in financing activities $ (40,905) $ (80,107) Operating Activities Net cash provided by operating activities was $231.6 million for the year ended December 31, 2025, as compared to $252.3 million for the year ended December 31, 2024.
In 2022, we entered into three-year electric fleet leases for four FORCE ® electric-powered hydraulic fracturing fleets with 60,000 HHP per fleet and in June 2024, we entered into an additional three-year lease for a fifth FORCE ® electric-powered hydraulic fracturing fleet with 72,000 HHP.
In 2022, we entered into three-year electric fleet leases which commenced in 2023 and 2024 for four FORCE ® electric-powered hydraulic fracturing fleets worth of equipment with 60,000 HHP per fleet and in 2024, we entered into an additional three-year lease for one more FORCE ® electric-powered hydraulic fracturing fleet worth of equipment with 72,000 HHP (collectively the “Electric Fleet Leases”).
Other direct costs were 44.1% and 38.4% of total costs of service for the years ended December 31, 2024, and 2023, respectively. The percentage increase in our other direct costs was primarily attributable to lease costs on our FORCE ® fleets.
Other direct costs were 44.7% and 44.1% of total costs of service for the years ended December 31, 2025, and 2024, respectively. The percentage increase in our expendables was primarily attributable to the impact of general cost inflation.
Borrowings under the ABL Credit Facility are secured by a first priority lien and security interest in substantially all assets of the Company.
Borrowings under the ABL Credit Facility are secured by a first priority lien and security interest in substantially all assets of the Company excluding certain mobile natural gas-fueled power generation equipment purchased under a financing arrangement.
Capital Requirements, Future Sources and Use of Cash Capital expenditures incurred were $133.4 million during the year ended December 31, 2024, as compared to $310.0 million during the year ended December 31, 2023.
Off-Balance Sheet Arrangements We had no material off balance sheet arrangements as of December 31, 2025. Capital Requirements, Future Sources and Use of Cash Capital expenditures incurred were $281.2 million during the year ended December 31, 2025, as compared to $133.4 million during the year ended December 31, 2024.
During the year ended December 31, 2024, our hydraulic fracturing, wireline and cementing operations accounted fo r 75.6%, 14.1%, and 10.3% of our total revenue, respectively.
During the year ended December 31, 2025, our hydraulic fracturing, wireline, cementing and power generation operations accounted fo r approximately 73.2%, 16.5%, 10.3%, and 0% of our total revenue, respectively.
Commodity Price and Other Economic Conditions The oil and gas industry has traditionally been volatile and is characterized by a combination of long-term, short-term and cyclical trends, including domestic and international supply and demand for oil and gas, current and expected future prices for oil and gas and the perceived stability and sustainability of those prices, and capital investments of E&P companies toward their development and production of oil and gas reserves.
At this time, we do not expect such agreement to be renewed or extended and, if we are not able to procure additional work from XTO, we will be required to redeploy the equipment associated with the affected fleets with other customers. 38 Commodity Price and Other Economic Conditions The oil and gas industry has traditionally been volatile and is characterized by a combination of long-term, short-term and cyclical trends, including domestic and international supply and demand for oil and gas, current and expected future prices for oil and gas and the perceived stability and sustainability of those prices, and capital investments of E&P companies toward their development and production of oil and gas reserves.
The Par Five Acquisition complemented our existing cementing business and enabled us to serve both the Midland and Delaware sub-basins of the Permian Basin.
The Par Five Acquisition complemented our existing cementing business and enabled us to serve both the Midland and Delaware sub-basins of the Permian Basin. We believe that our substantial market presence in the Permian Basin positions us well to capitalize on drilling and completion activity in the region.
As of December 31, 2024, our borrowings under our ABL Credit Facility were $45.0 million and our total liquidity was $160.9 million, consisting of cash and cash equivalents of $50.4 million and $110.5 million of availability under our ABL Credit Facility.
As of January 31, 2026, our borrowings under our ABL Credit Facility were $45.0 million, our borrowings under our Caterpillar Equipment Loan Agreement were $86.9 million and our total liquidity was $325.0 million, consisting of cash and cash equivalents of $236.5 million and $88.5 million of availability under our ABL Credit Facility.
However, we have increased our operations in the Delaware sub-basin and are well-positioned to support further increases to our activity in this area in response to demand from our customers. Over time, we expect the Permian Basin's Midland and Delaware sub-basins to continue to command a disproportionate share of future North American E&P spending.
Primarily, our operational focus has been in the Permian Basin's Midland sub-basin, where our customers have operated. However, we have increased our operations in the Delaware sub-basin and are well-positioned to support further increases to our activity in this area in response to demand from our customers.
General and administrative expen ses remained flat at $114.3 million for the y ear ended December 31, 2024, as compared to $114.4 million for the year ended December 31, 2023.
General and administrative expen ses decreased 5.9% or $6.7 million, to $107.6 million for the year ended December 31, 2025, as compared to $114.3 million for the year ended December 31, 2024.
In the fourth quarter of 2024, we formed a new subsidiary, ProPetro Energy Solutions, LLC, (“ PROPWR” ) to provide power generation services to oil and gas producers and non-oil and gas applications such as general industrial projects and data centers. This subsidiary has ordered equipment, but it has not yet begun revenue-generating activities.
In December 2024, we formed a new subsidiary, ProPetro Energy Solutions, LLC, (“ PROPWR” ), which provides turnkey power generation services to oil and gas producers and non-oil and gas applications such as general industrial projects and data centers using mobile power generation equipment installed at customers’ sites.
The decrease was primarily attributable to an $8.2 million gain related to the sale of our cementing business located in Vernal, Utah, during 2024, losses incurred during 2023 from the decommissioning of certain hydraulic fracturing equipment, replacement of certain major components in connection with our conversion of certain Tier II hydraulic fracturing equipment to Tier IV DGB, and the write-off of certain hydraulic fracturing equipment as a result of an accidental fire at a wellsite in March 2023.
The increase was primarily attributable to losses incurred during fiscal year 2025 from the sale of certain Tier II hydraulic fracturing equipment and a $8.2 million gain related to the sale of our cementing business located in Vernal, Utah, during fiscal year 2024. Interest Expense.
Our cash flow forecasts require us to make certain judgments regarding long‑term forecasts of future revenue and costs and cash flows related to the assets subject to review. The significant assumption in our cash flow forecasts is our estimated equipment utilization and profitability.
In this circumstance, we recognize an impairment loss for the amount by which the carrying amount of the assets exceeds the estimated fair value of the asset. Our cash flow forecasts require us to make certain judgments regarding long‑term forecasts of future revenue and costs and cash flows related to the assets subject to review.
Contractual Obligations The following table presents our contractual obligations and other commitments as of December 31, 2024: (in thousands) Period Total 1 year or less More than 1 year ABL Credit Facility (1) $ 45,000 $ — $ 45,000 Operating leases (2)(3) 126,550 51,238 75,312 Finance lease (4) 34,377 20,915 13,462 Sand commitments (5) 1,500 1,500 — Equipment purchase commitments (6) 147,000 120,160 26,840 Par Five deferred cash consideration (7) 3,109 3,109 — AquaProp deferred cash consideration (8) 3,664 3,664 — Total $ 361,200 $ 200,586 $ 160,614 ____________________ (1) Exclusive of future commitment fees, amortization of deferred financing costs, interest expense or other fees on our ABL Credit Facility because obligations thereunder are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments of future interest rates to be changed.
Contractual Obligations The following table presents our contractual obligations and other commitments as of December 31, 2025: (in thousands) Period Total 1 year or less More than 1 year ABL Credit Facility (1) $ 45,000 $ — $ 45,000 Equipment financing interim loans (2) 2,135 2,135 — Equipment financing term loans (3) 90,402 19,329 71,073 Operating leases (4)(5) 84,984 47,426 37,558 Finance lease (6) 12,767 12,767 — Equipment purchase commitments (7) 290,122 225,984 64,138 Unused commitment fee on equipment lease facility (8) 1,750 — 1,750 Total $ 527,160 $ 307,641 $ 219,519 ____________________ (1) Exclusive of future commitment fees, amortization of deferred financing costs, interest expense or other fees on our ABL Credit Facility because obligations thereunder are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be changed.
An impairment loss is indicated if the sum of the expected future undiscounted cash flows attributable to the assets is less than the carrying amount of such assets. In this circumstance, we recognize an impairment loss for the amount by which the carrying amount of the assets exceeds the estimated fair value of the asset.
Estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset group are compared to the carrying amount of the underlying assets. An impairment loss is indicated if the sum of the expected future undiscounted cash flows attributable to the asset group is less than the carrying amount of such assets.
However, the Permian Basin rig count experienced a 13% decrease in 2023 to 309 at the end of 2023 and further decreased to 304 at the end of 2024 which resulted in a reduction in the demand for completion services and pressure on pricing of our services. Sustained levels of high inflation likewise caused the U.S.
Additionally, we have recently experienced a decrease in the Permian Basin rig count to 304 at the end of 2024 and a further decrease to 247 at the end of 2025, according to the Baker Hughes Company (“Baker Hughes”), which resulted in a reduction in the demand for completion services and pressure on pricing of our services.
These impairment expenses are included in our Hydraulic Fracturing reportable segment. (2) Represents noncash impairment of goodwill in our wireline operating segment.
(3) Represents noncash impairment of goodwill in our Wireline operating segment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed2 unchanged
Biggest changeWe do not engage in commodity price hedging activities. Interest Rate Risk We may be subject to interest rate risk on variable rate borrowings under our ABL Credit Facility. We do not currently engage in interest rate derivatives to hedge our interest rate risk.
Biggest changeWe do not engage in commodity price hedging activities. Interest Rate Risk We may be subject to interest rate risk on variable rate borrowings under our ABL Credit Facility and Caterpillar Equipment Loan Agreement. We do not currently engage in interest rate derivatives to hedge our interest rate risk.
Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. We have established various procedures to manage our credit exposure, including maintaining an allowance for doubtful accounts. 52
Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. We have established various procedures to manage our credit exposure, including maintaining an allowance for doubtful accounts.
The impact of a 1% increase in interest rates on our variable rate debt would have resulted in an increase in interest expense and corresponding decrease/(increase) in pre‑tax income/(loss) of approximately $0.5 million , $0.5 million, and $0.1 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
The impact of a 1% increase in interest rates on our variable rate debt would have resulted in an increase in interest expense and corresponding decrease/(increase) in pre‑tax income/(loss) of approximately $0.5 million , $0.5 million, and $0.5 million, for the years ended December 31, 2025, 2024, and 2023, respectively.
Item 7A. Quantitative and Qualitative Disclosure of Market Risks Foreign Currency Exchange Risk Our operations are currently conducted entirely within the U.S.; therefore, we had no significant exposure to foreign currency exchange risk in 2024. Commodity Price Risk Our materials and fuel purchases expose us to commodity price risk.
Item 7A. Quantitative and Qualitative Disclosure of Market Risks Foreign Currency Exchange Risk Our operations are currently conducted entirely within the U.S.; therefore, we had no significant exposure to foreign currency exchange risk in 2025. 54 Commodity Price Risk Our materials and fuel purchases expose us to commodity price risk.

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