Item 5. Other Information
Item 5. Other Information
On June 13, 2024 , Chris Wright , our Chairman of the Board and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 240,000 shares of our Class A Common Stock between September 16, 2024 and February 21, 2025.
During the quarter ended June 30, 2024, none of our directors or executive officers, other than Mr. Wright, informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
30
Table of Contents
Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation of Liberty Oilfield Services Inc. (1)
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation (2)
3.3 Second Amended and Restated Bylaws of Liberty Energy Inc ., as amended effective January 24, 2023 (3)
10.1 Liberty Energy Inc. Amended and Restated Long Term Incentive Pla n (4)†
10.2 Form of Performance Restricted Stock Unit Grant Notice and Agreement under the Liberty Energy Inc. Amended and Restated Long Term Incentive Plan (5)†
10.3 Form of Restricted Stock Unit Grant Notice and Agreement under the Liberty Energy Inc. Amended and Restated Long Term Incentive Plan (5)†
10.4 Form of Restricted Stock Unit Grant Notice under the Liberty Energy Inc. Amended and Restated Long Term Incentive Plan (5)†
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95 Mine Safety Disclosure *
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
(1) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 18, 2018.
(2) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on April 21, 2022.
(3) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 26, 2023.
(4) Incorporated by reference to Annex A of the registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 7, 2024.
(5) Incorporated by reference to the registrant’s Registration Statement on Form S-8, filed on May 17, 2024.
* Filed herewith.
** Furnished herewith.
† Denotes a management contract or compensatory plan or arrangement.
31
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Christopher A. Wright
Date: July 18, 2024 By: Christopher A. Wright
Chief Executive Officer (Principal Executive Officer)
/s/ Michael Stock
Date: July 18, 2024 By: Michael Stock
Chief Financial Officer (Principal Financial Officer)
/s/ Ryan T. Gosney
Date: July 18, 2024 By: Ryan T. Gosney
Chief Accounting Officer (Principal Accounting Officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.