v3.26.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In May 2023, our stockholders approved the Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan and on May 20, 2025, approved the Second Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the "Second A&R 2020 Incentive Plan"). On May 19, 2026, our stockholders approved the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the "Third A&R 2020 Incentive Plan"), which had been previously approved by the Board. The Third A&R 2020 Incentive Plan increased the number of shares of the Company’s common stock reserved for awards from 10,520,000 to 14,060,000, and extended the term of the plan from May 20, 2035, to May 19, 2036.
Stock Options
There were no new stock option grants during the nine months ended September 30, 2026. As of September 30, 2026, there was no aggregate intrinsic value for our outstanding and exercisable stock options because the closing stock price was below the cost to exercise the options. During the nine months ended September 30, 2026, 6,090 stock options were exercised. The weighted average remaining contractual term for the outstanding and exercisable stock options as of September 30, 2026 was approximately 0.5 year.
A summary of the stock option activity for the nine months ended September 30, 2026 is presented below (in thousands, except for weighted average price):
Number of SharesWeighted
Average
Exercise
Price
Outstanding at January 1, 2026161 $14.00 
Granted— $— 
Exercised(6)$14.00 
Forfeited— $— 
Expired— $— 
Outstanding at September 30, 2026155 $14.00 
Exercisable at September 30, 2026155 $14.00 
Restricted Stock Units
During the nine months ended September 30, 2026, we granted 1,382,210 RSUs pursuant to the Second A&R 2020 Incentive Plan and 11,311 RSUs pursuant to the Third A&R 2020 Incentive Plan to employees and officers, and 56,661 RSUs pursuant to the Third A&R 2020 Incentive Plan to directors. RSUs granted to employees and officers generally vest ratably over a three-year vesting period, with certain grants associated with retention awards or awards associated with changes in role (i.e., promotions) utilizing a shorter vesting period as permitted by the Second A&R 2020 Incentive Plan and the Third A&R 2020 Incentive Plan, as applicable. RSUs granted to directors generally vest in full after one year. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases to be an employee or director of the Company prior to vesting of the award. Each RSU represents the right to receive either one share of common stock or, as determined by the administrator in its sole discretion, a cash amount equal to the fair market value of one share of common stock. The grant date fair value of the RSUs is based on the closing share price of our common stock on the date of grant. As of September 30, 2026, the total unrecognized compensation expense for all RSUs was approximately $20.7 million, and is expected to be recognized over a weighted average period of approximately 1.6 years.
The following table summarizes RSUs activity during the nine months ended September 30, 2026 (in thousands, except for fair value):
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at January 1, 20262,878 $7.56 
Granted1,450 $12.68 
Vested(1,315)$7.39 
Forfeited(81)$9.39 
Canceled— $— 
Outstanding at September 30, 20262,932 $10.11 
Performance Share Units
During the nine months ended September 30, 2026, we granted 588,147 PSUs to certain key employees and officers as new awards under the Second A&R 2020 Incentive Plan. Each PSU earned represents the right to receive either one share of common stock or, as determined by the administrator in its sole discretion, a cash amount equal to fair market value of one share of common stock. The actual number of shares of common stock that may be issued under the majority of our PSUs ranges from 0% up to a maximum of 200% of the target number of PSUs granted to the participant, based on our total shareholder return ("TSR") relative to a designated peer group of comparable companies ("Peer Group"), generally at the end of a three-year period. In addition to the TSR conditions, vesting of these PSUs is generally subject to the recipient’s continued employment through the end of the applicable performance period. The grant date fair value of the TSR PSUs is determined using a Monte Carlo simulation. The Company also granted a small number of PSUs that vest with respect to 50% of the target number of PSUs granted upon the attainment of the first performance hurdle and the remaining 50% (for a total of 100% of the target number of PSUs granted) upon the attainment of the second performance hurdle. The recipients of these awards have a period of up to four years to achieve the requisite performance. In addition to the applicable performance hurdles, vesting of these PSUs is generally also subject to the recipient’s continued employment through the end of an 18-month period for 50% of the award and a 24-month period for the remainder of the award. The grant date fair value of these PSUs is based on the closing share price of our common stock on the date of grant. Compensation expense for all PSUs is recorded ratably over the corresponding requisite service period. Grant recipients do not have any shareholder rights until performance has been determined following the completion of the performance period and shares have been issued.
The following table summarizes information about PSUs activity during the nine months ended September 30, 2026 (in thousands, except for weighted average fair value):
Period
Granted
Target Shares Outstanding at January 1, 2026Target
Shares
Granted
Target Shares VestedTarget
Shares
Forfeited
Target Shares Outstanding at September 30, 2026
2023363 — (363)— — 
2024528 — — — 528 
2025947 — — — 947 
2026— 588 — — 588 
Total1,838 588 (363)— 2,063 
Weighted Average Fair Value Per Share$10.24 $16.77 $14.40 $— $11.37 
The total stock-based compensation expense for the nine months ended September 30, 2026 and 2025 for all stock awards was $16.6 million and $12.7 million, respectively, and the associated tax benefit related thereto was $3.5 million and $2.7 million, respectively. The total unrecognized stock-based compensation expense as of September 30, 2026 was approximately $33.4 million, and is expected to be recognized over a weighted average period of approximately 1.5 years.