What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-09 · 284 added, 277 removed, 893 unchanged (39% of the section changed)

4 unchanged sentences

Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

During the year ended December 31, 2023, we integrated accounting functions of the entity acquired in the Siren Acquisition on April 6, 2023.

In connection with the integration, we updated documentation of our internal controls over financial reporting, as necessary, to reflect modifications to business processes and accounting procedures impacted.

There were no other changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See page F-1 for Management’s Report on Internal Control Over Financial Reporting and page F-4 for Report of Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting.

Other Information

On December 4, 2023 , Michael Stock , our Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 200,000 shares of our Class A common stock between March 4, 2024 and December 31, 2024, which shares were acquired by vesting of compensatory restricted stock units.

On December 13, 2023 , Chris Wright , our Chairman of the Board and Chief Executive Officer , adopted a trading plan intended to satisfy 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 March 18, 2024 and August 16, 2024, which shares were acquired by vesting of compensatory restricted stock units.

During the quarter ended December 31, 2023, none of our directors or Section 16 officers, other than Mr.

Wright and Mr.

Stock, 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).

During the quarter ended December 31, 2024, none of our directors or Section 16 officers 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).

Directors, Executive Officers and Corporate Governance

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and R/C Energy IV Direct Partnership, L.P.

10.6 Liberty Oilfield Services Inc.

Long Term Incentive Plan (2)†

10.6 Credit Agreement, dated September 19, 2017, by and among Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A.

17 unchanged sentences

10.15 Joinder Agreement, dated December 31, 2021, by and among LOS Leasing Company LLC and Wells Fargo Bank, National Association, as Administrative Agent (16)

10.17 Liberty Oilfield Services 401(k) Savings Plan (11)†

10.16 Liberty Energy Services 401(k) Savings Plan *

10.17 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Long Term Incentive Plan (4)†

2 unchanged sentences

Long Term Incentive Plan (5)†

10.20 Liberty Energy Inc.

Amended and Restated Long Term Incentive Plan (18)†

10.21 Form of Performance Restricted Stock unit Grant Notice and Agreement under the Liberty Energy Inc.

Amended and Restated Long Term Incentive Plan (19)†

10.22 Form of Restricted Stock unit Grant Notice and Agreement under the Liberty Energy Inc.

Amended and Restated Long Term Incentive Plan (19)†

10.23 Form of Restricted Stock unit Grant Notice under the Liberty Energy Inc.

Amended and Restated Long Term Incentive Plan (19)†

10.24 Form of Director and Officer Indemnification Agreement *

10.25 Form of Change in Control Agreement (6)†

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(17) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on January 26, 2023.

(18) Incorporated by reference to Annex A of the registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 7, 2024.

(19) Incorporated by reference to the registrant’s Registration Statement on Form S-8, filed on May 17, 2024.

(20) Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed on February 9, 2024.

* Filed herewith.

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LIBERTY ENERGY INC.

/s/ Christopher A.

/s/ Ron Gusek

February 6, 2025 By:

Christopher A.

Chief Executive Officer

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Signature Title Date

/s/ Christopher A.

Wright Chief Executive Officer and Director

/s/ Ron Gusek Chief Executive Officer and Director

(Principal Executive Officer)

February 6, 2025

Christopher A.

/s/ Michael Stock Chief Financial Officer

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Michael Stock

Gosney Chief Accounting Officer February 8, 2024

Gosney Chief Accounting Officer and Vice President of Finance February 6, 2025

Gosney (Principal Accounting Officer)

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Steinbeck Director February 6, 2025

/s/ Arjun Murti Director February 6, 2025

Index to Financial Statements

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Consolidated Statements of Operations for the Years Ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 3 , 202 2 , and 202 1

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 4 and 202 3

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We have audited the accompanying consolidated balance sheets of Liberty Energy Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Property and equipment — Determination of Impairment Indicators — Refer to Note 2 to the financial statements

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/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 6, 2025

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Cash and cash equivalents $ 19,984 $ 36,784

Accounts receivable, net of allowances for credit losses of $ 939 and $ 884 , respectively

Accounts receivable—trade, net of allowances for credit losses of $ 848 and $ 939 , respectively

350,412 381,185

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119,402 127,330

Deferred tax asset — 12,592

Investment in Nomad Proppant Services LLC 10,674 11,363

Investment in Oklo Inc.

51,611 10,000

Investment in Tamboran Resources Corporation 18,751 10,283

Total assets $ 3,296,394 $ 3,033,557

1 unchanged sentence

Current liabilities:

Accounts payable (including payables to related parties of $ 0 and $ 2,629 , respectively)

$ 293,733 $ 326,818

Accrued liabilities (including amounts due to related parties of $ 0 and $ 730 , respectively)

Accounts payable (including amounts due to related parties of $ 582 and $ 0 , respectively)

$ 314,123 $ 293,733

Accrued liabilities 206,713 261,066

Income taxes payable 9,693 12,060

Current portion of payable pursuant to tax receivable agreements 40,776 5,170

Current portion of long-term debt, net of discount of $ 0 and $ 730 , respectively

Current portion of finance lease liabilities 66,648 39,867

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Total current liabilities 666,523 639,424

Long-term debt, net of discount of $ 0 and $ 540 , respectively, less current portion

140,000 217,426

Long-term debt 190,500 140,000

Deferred tax liability 137,728 102,340

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Class A, $ 0.01 par value, 400,000,000 shares authorized and 161,858,784 issued and outstanding as of December 31, 2024 and 166,610,199 issued and outstanding as of December 31, 2023

Class B, $ 0.01 par value, 400,000,000 shares authorized and none issued and outstanding as of December 31, 2023 and 250,222 issued and outstanding as of December 31, 2022

Class B, $ 0.01 par value, 400,000,000 shares authorized and none issued and outstanding

Additional paid in capital 977,484 1,093,498

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Total stockholders’ equity 1,978,869 1,841,408

Non-controlling interest — 2,289

Total equity 1,841,408 1,497,306

Total liabilities and equity $ 3,296,394 $ 3,033,557

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General and administrative 225,474 221,406 180,040

Transaction, severance, and other costs 2,053 5,837 15,138

Transaction and other costs — 2,053 5,837

Depreciation, depletion, and amortization 505,050 421,514 323,028

(Gain) loss on disposal of assets, net ( 6,994 ) ( 4,603 ) 779

Gain on disposal of assets, net ( 5,337 ) ( 6,994 ) ( 4,603 )

Total operating costs and expenses 3,925,693 3,987,349 3,653,338

Operating income (loss) 760,579 495,890 ( 181,224 )

Other expense (income):

(Gain) loss on remeasurement of liability under tax receivable agreements ( 1,817 ) 76,191 ( 19,039 )

Gain on investments — ( 2,525 ) —

Operating income 389,468 760,579 495,890

Other (income) expense:

Loss (gain) on remeasurement of liability under tax receivable agreements 3,210 ( 1,817 ) 76,191

Unrealized gain on investments, net ( 49,227 ) — ( 2,525 )

Interest income—related party ( 478 ) ( 1,987 ) —

Interest expense, net 32,692 29,493 22,715

Total other expense (income), net 25,689 96,381 ( 3,436 )

Net income (loss) before income taxes 734,890 399,509 ( 177,788 )

Total other (income) expense, net ( 13,803 ) 25,689 96,381

Net income before income taxes 403,271 734,890 399,509

Income tax expense (benefit) 87,261 178,482 ( 793 )

Net income (loss) 556,408 400,302 ( 187,004 )

Net income (loss) attributable to non-controlling interests 91 700 ( 7,760 )

Net income (loss) attributable to Liberty Energy Inc.

Net income 316,010 556,408 400,302

Net income attributable to non-controlling interests — 91 700

Net income attributable to Liberty Energy Inc.

stockholders $ 316,010 $ 556,317 $ 399,602

Net income (loss) attributable to Liberty Energy Inc.

Net income attributable to Liberty Energy Inc.

stockholders per common share:

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LIBERTY ENERGY INC.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024, 2023, and 2022

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2024 2023 2022

Net income (loss) $ 556,408 $ 400,302 $ ( 187,004 )

Other comprehensive income (loss)

Net income $ 316,010 $ 556,408 $ 400,302

Other comprehensive (loss) income

Foreign currency translation adjustments ( 13,667 ) 1,313 ( 7,097 )

Comprehensive income (loss) $ 557,721 $ 393,205 $ ( 187,106 )

Comprehensive income (loss) attributable to non-controlling interest 92 693 ( 7,556 )

Comprehensive income (loss) attributable to Liberty Energy Inc.

Comprehensive income $ 302,343 $ 557,721 $ 393,205

Comprehensive income attributable to non-controlling interest — 92 693

Comprehensive income attributable to Liberty Energy Inc.

$ 302,343 $ 557,629 $ 392,512

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(In thousands, except per share and per unit data)

Shares of Class A Common Stock Shares of Class B Common Stock Class A Common Stock, Par Value Class B Common Stock, Par Value Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ equity Non-controlling Interest Total Equity

Balance—December 31, 2023 166,610 — $ 1,666 $ — $ 1,093,498 $ 752,328 $ ( 6,084 ) $ 1,841,408

Exchange of Class B Common Stock for Class A Common Stock 250 ( 250 ) 3 ( 3 ) 2,360 — — 2,360 ( 2,360 ) —

Offering Costs — — — — ( 223 ) — — ( 223 ) — ( 223 )

Deferred tax and tax receivable agreements impact of Liberty LLC merger into the Company — — — — 6,681 — — 6,681 — 6,681

$ 0.29 /share of Class A Common Stock dividend

3 unchanged sentences

Stock-based compensation expense — — — — 32,412 — — 32,412

Vesting of restricted stock units 1,313 — 12 — ( 11 ) — — 1 ( 1 ) —

Tax withheld on vesting of restricted stock units — — — — ( 9,634 ) — — ( 9,634 ) — ( 9,634 )

Vesting of restricted stock units, net 1,570 — 16 — ( 20,170 ) — — ( 20,154 )

Currency translation adjustment — — — — — — ( 13,667 ) ( 13,667 )

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Offering Costs — — — — ( 223 ) — — ( 223 ) — ( 223 )

Effect of exchange on deferred tax asset, net of liability under tax receivable agreements — — — — 3,757 — — 3,757 — 3,757

Deferred tax impact of ownership changes from issuance of Class A Common Stock — — — — ( 9,879 ) — ( 9,879 ) — ( 9,879 )

Deferred tax and tax receivable agreements impact of Liberty LLC merger into the Company — — — — 6,681 — — 6,681 — 6,681

$ 0.22 /share of Class A Common Stock dividend

— — — — — ( 38,514 ) — ( 38,514 ) — ( 38,514 )

$ 0.05 /unit distributions to non-controlling unitholders

— — — — — — — — ( 13 ) ( 13 )

Other distributions and advance payments to non-controlling interest unitholders — — — — — — — — 920 920

Share repurchases ( 13,706 ) — ( 137 ) — ( 202,940 ) — — ( 203,077 ) ( 23 ) ( 203,100 )

Excise tax on share repurchases — — — — ( 1,855 ) — — ( 1,855 ) — ( 1,855 )

Stock-based compensation expense — — — — 33,023 — — 33,023 3 33,026

Vesting of restricted stock units 1,172 — 12 — 8 — — 20 ( 20 ) —

Tax withheld on vesting of restricted stock units ( 9,716 ) ( 9,716 ) ( 9,716 )

Vesting of restricted stock units, net 1,313 — 12 — ( 9,645 ) — — ( 9,633 ) ( 1 ) ( 9,634 )

Currency translation adjustment — — — — — — 1,312 1,312 1 1,313

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Cash flows from operating activities:

Net income (loss) $ 556,408 $ 400,302 $ ( 187,004 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 316,010 $ 556,408 $ 400,302

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion, and amortization 505,050 421,514 323,028

(Gain) loss on disposal of assets, net ( 6,994 ) ( 4,603 ) 779

Gain on disposal of assets, net ( 5,337 ) ( 6,994 ) ( 4,603 )

Stock-based compensation expense 32,412 33,026 23,108

Deferred income tax expense (benefit) 33,844 120,312 ( 12,472 )

(Gain) loss on remeasurement of liability under tax receivable agreements ( 1,817 ) 76,191 ( 19,039 )

Unrealized gain on investments, net ( 49,227 ) — ( 2,525 )

Cash return on equity method investment 3,967 — —

Loss (gain) on remeasurement of liability under tax receivable agreements 3,210 ( 1,817 ) 76,191

Other non-cash items, net 178 7,111 7,986

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Inventories 66 ( 114 ) ( 84,989 )

Other assets ( 66,182 ) ( 56,161 ) ( 30,955 )

Prepaid and other current assets—related party — — 24,708

Prepaid and other assets ( 28,196 ) ( 66,182 ) ( 56,161 )

Accounts payable and accrued liabilities ( 41,319 ) ( 45,133 ) 57,203

6 unchanged sentences

Investment in sand logistics — — ( 7,415 )

Investment in Tamboran Resources Ltd.

and Oklo Inc.

(2023) and Fervo Energy Company and Natron Energy, Inc.

(2022) ( 20,283 ) ( 15,000 ) —

Investment in equity securities ( 16,056 ) ( 20,283 ) ( 15,000 )

Acquisition of Siren Energy, net of cash received — ( 75,656 ) —

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Other distributions and advance payments to non-controlling interest unitholders — — 920

Share repurchases ( 203,100 ) ( 125,313 ) —

Share repurchases, including related excise tax ( 129,250 ) ( 203,100 ) ( 125,313 )

Tax withholding on restricted stock units ( 20,154 ) ( 9,634 ) ( 9,716 )

Payments under TRA liability ( 5,189 ) — —

Payment of equity issuance costs — ( 223 ) ( 79 )

Payments of debt issuance costs — ( 1,566 ) ( 708 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 202,705 ) ( 349,315 ) ( 55,770 )

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Supplemental disclosure of cash flow information:

Net cash paid (received) for income taxes $ 66,685 $ 10,744 $ ( 9,481 )

Net cash paid for income taxes $ 35,857 $ 66,685 $ 10,744

Cash paid for interest $ 33,077 $ 26,651 $ 20,310

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Capital expenditures reclassified from prepaid and other current assets $ 58,288 $ 50,313 $ 14,922

Equity issued in exchange for assets and liabilities $ — $ — $ 91,089

Capital expenditures reclassified from finance lease right-of-use assets $ 6,894 $ — $ —

See Notes to Consolidated Financial Statements.

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The Merger did not have a significant impact on the Company’s consolidated financial statements.

The Company, together with its subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas exploration and production companies in North America.

We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing, compressed natural gas delivery, data analytics, related goods (including our sand mine operations), and technologies that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile.

We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing, compressed natural gas (“CNG”) delivery, data analytics, related goods (including our sand mine operations), and technologies to facilitate lower emission completions, thereby helping our customers reduce their emissions profile.

Basis of Presentation

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All intercompany amounts have been eliminated in the presentation of the consolidated financial statements of the Company.

The Company’s operations are organized into a single reportable segment, which consists of hydraulic fracturing and related goods and services.

Our chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level.

Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources, and assess performance.

Further, the CODM is regularly provided with and utilizes consolidated functional expenses, as presented in the accompanying consolidated statements of operations, and total assets at the consolidated level, as included in the consolidated balance sheets herein, to manage the Company’s operations.

Note 2— Significant Accounting Policies

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Due to the cyclical nature of the oil and gas industry, the Company often evaluates its customers’ estimated losses on a case-by-case basis.

During the year ended December 31, 2023 the Company recorded a provision for credit losses of $ 0.8 million, related to certain customers’ expected inability to pay.

The Company did not record an additional provision for credit losses during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company recorded a provision for credit losses of $ 0.7 million, related to two customers’ inability to pay.

The Company did not record an additional provision for credit losses during the year ended December 31, 2024 and 2022.

During the year ended December 31, 2023, the Company recorded a provision for credit losses of $ 0.8 million, related to certain customers’ inability to pay.

Provisions for credit losses are included in general and administrative expenses in the accompanying consolidated statements of operations.

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Construction in-progress, a component of property and equipment, represents long-lived assets not yet in service or being developed by the Company.

These assets are not subject to depreciation until they are completed and ready for their intended use, at which point the Company reclassifies them to field services equipment or vehicles, as appropriate.

These assets are not subject to depreciation until they are completed and ready for their intended use, at which point the Company reclassifies them to field services equipment, vehicles, or buildings and facilities, as appropriate.

The Company incurs maintenance costs on its major equipment.

1 unchanged sentence

Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset are capitalized and depreciated over the remaining useful life of the asset.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Impairment of long-lived assets

Long-lived assets, such as property and equipment, right-of-use lease assets and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

Possible indicators of impairment may include events or changes in circumstances affecting the manner in which the assets are being used, historical and estimated future profitability measures, and other adverse events or changes that could affect the value of the assets.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

indicators of impairment may include events or changes in circumstances affecting the manner in which the assets are being used, historical and estimated future profitability measures, and other adverse events or changes that could affect the value of the assets.

If a triggering event is identified, recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets.

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The lessee may not purchase the leased equipment and must return such equipment by the lease’s scheduled maturity date.

Equity Investments

The Company may from time to time invest in equity securities of public and private companies.

Equity investments are measured and recorded as follows:

Marketable equity investments are equity investments with a readily determinable fair value and are recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement.

Unrealized gains and losses resulting from changes in fair value are recorded in unrealized gain on investments, net.

Equity method investments are equity securities in investees we do not control, but over which we have the ability to exercise significant influence.

Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of equity method investee income or loss, less distributions received as return on investment.

The Company’s share of equity method investee income or loss is recorded as a component of cost of services as the investee is a supplier of the Company, refer to Note 14—Related Party Transactions Nomad Proppant Services LLC for further discussion of the Company’s equity method investment.

Equity method investments are monitored for other-than-temporary

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

decreases in investment value, which considers the severity and duration of a potential decline in fair value below cost and our ability and intent to hold the investment for a sufficient period of time to allow for recovery.

Deferred income taxes are computed using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.

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The Company evaluates its deferred tax assets quarterly and considers both positive and negative evidence in applying the guidance of ASC 740 Income Taxes (“ASC 740”) related to the realizability of its deferred tax assets.

On December 31, 2022, in accordance with ASC 740, the objective positive evidence of entering into a three-year cumulative pre-tax book income position, along with considering all available positive and negative evidence resulted in the release of the previously recorded

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

valuation allowance against the Company’s U.S.

net deferred tax assets.

On December 31, 2023, the Company continues to not record a valuation allowance against the Company’s deferred tax assets.

As of December 31, 2024 and 2023 there were no valuation allowances recorded against the Company’s deferred tax assets.

The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination.

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The Company accounts for the purchase price of repurchased Class A Common Stock in excess of par value ($ 0.01 per share of Class A Common Stock) as a reduction of additional paid-in capital, and will continue to do so until additional paid-in capital is reduced to zero.

Thereafter, any excess purchase price will be recorded as an reduction to retained earnings.

Thereafter, any excess purchase price will be recorded as a reduction to retained earnings.

All Class A Common Stock shares repurchased to date have been retired upon repurchase.

2 unchanged sentences

In recognizing revenue for services and products, the transaction price is determined from sales orders or contracts with customers.

Revenue is recognized at the completion of each fracturing stage, and in most cases the price at the end of each stage is fixed, however, in limited circumstances contracts may contain variable consideration.

Revenue is recognized at the completion of each fracturing stage, and

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

in most cases the price at the end of each stage is fixed, however, in limited circumstances contracts may contain variable consideration.

Variable consideration typically may relate to discounts, price concessions and incentives.

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In connection with the adoption of ASC Topic 842, the Company determined that certain of its service revenue contracts contain a lease component.

The Company elected to adopt a practical expedient available to lessors, which allows the Company

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

to combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component.

The Company elected to adopt a practical expedient available to lessors, which allows the Company to combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component.

Therefore, the Company combines the lease and service component for certain of the Company’s service contracts and continues to account for the combined component under ASC Topic 606, Revenue from Contracts with Customers.

Transaction, Severance and Other Costs

During 2023, the Company incurred transaction and integration related costs in connection with the Siren Acquisition (as defined below).

Transaction and Other Costs

During 2024, the Company did not incur transaction and integration related costs.

During 2023, the Company incurred transaction and integration related costs in connection with the Siren Acquisition (as defined in Note 3—Acquisitions).

Such costs include investment banking, legal, accounting and other professional services provided in connection with closing the transaction and are expensed as incurred .

During 2022 and 2021, the Company incurred transaction and integration related costs in connection with the PropX Acquisition (as defined below).

During 2022, the Company incurred transaction and integration related costs in connection with a prior period acquisition.

Such costs include investment banking, legal, accounting and other professional services provided in connection with closing the transaction and are expensed as incurred .

Additionally, during 2021, the Company incurred transaction and integration related costs in connection with other prior period acquisitions.

Foreign Currency Translation

The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiary into the U.S.

The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiaries into the U.S.

dollar reporting currency.

The Canadian dollar is the functional currency of the Company’s foreign subsidiary as it is the primary currency within the economic environment in which the subsidiary operates.

The Canadian dollar and the Australian dollar are the functional currencies of the Company’s foreign subsidiaries as they are the primary currencies within the economic environment in which the subsidiaries operates.

Assets and liabilities of the subsidiary’s operations are translated into U.S.

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Recently Adopted Accounting Standards

Business Combinations:

Accounting for Contract Assets and Contract Liabilities

In October 2021, the Federal Accounting Standards Board (the “FASB”) issued ASU No.

2021-08, Business Combinations:

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that the acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

The Company adopted this guidance effective December 15, 2022, and the adoption did not have a material impact on the accompanying consolidated financial statements.

Segment Reporting:

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures , which requires more detailed disclosures, on an annual and interim basis, related to the Company’s reportable segment.

The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this guidance during the most recent quarter.

See Note 1—Organization and Basis of Presentation for further detail.

Recently Issued Accounting Standards

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The Company is currently assessing the impact of this ASU on the Company’s financial statements but does not expect it will have a material impact.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to current period financial statement presentation.

In the accompanying consolidated balance sheets $ 2.3 million was reclassified from accrued liabilities to income taxes payable and $ 3.9 million was reclassified from deferred revenue to accrued liabilities, additionally changes in deferred revenue were reclassified to changes in accounts payable and accrued liabilities in the accompanying consolidated statements of cash flows.

In the accompanying consolidated statements of operations amounts were reclassified from interest income to interest expense, net.

In the accompanying consolidated statement of cash flows amounts in the prior period financial statements have been reclassified from amortization of debt issuance costs, inventory write-down, non-cash lease expense, provision for credit-losses, and other non-cash expense, net to other non-cash items, net.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses , which requires disclosure of specified information about certain costs and expenses.

The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The Company is currently assessing the impact of this ASU on the Company’s financial statements.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to current period financial statement presentation.

Amounts in the prior period financial statements have been reclassified from “Tax withheld on vesting of restricted stock units” into “Vesting of restricted stock units, net” in the accompanying consolidated statements of changes in equity.

In the accompanying consolidated balance sheets, amounts in the prior period financial statements have been reclassified from “Other assets” into “Investment in Nomad Proppant Services LLC,” “Investment in Oklo Inc.,” and “Investment in Tamboran Resources Corporation”.

Additionally, in the accompanying consolidated statement of cash flows, amounts in the prior period financial statements have been reclassified from “Other non-cash items, net” into “Unrealized gain on investments, net”.

These reclassifications had no effect on the previously reported net income.

Note 3— Acquisitions

9 unchanged sentences

As the Siren Acquisition closed on April 6, 2023, the Company completed the purchase price allocation during the year ended December 31, 2023.

PropX Acquisition

On October 26, 2021, the Company entered into the certain Unit Purchase Agreement (the “Transaction Agreement”) with Proppant Express Investments, LLC to acquire the assets and liabilities of Proppant Express Solutions, LLC (“PropX”), which provides last-mile proppant delivery solutions, including proppant handling equipment and logistics software across North America (the “PropX Acquisition”).

PropX was acquired in exchange for $ 11.9 million in cash and 3,405,526 shares of the Company’s Class A Common Stock and 2,441,010 shares of the Company’s Class B Common Stock, for total consideration of $ 103.0 million based on the October 26, 2021 closing price of Class A Common Stock of $ 15.58 .

In connection with the issuance of 2,441,010 shares of Class B Common Stock, Liberty LLC also issued 2,441,010 Liberty LLC Units to the Company.

The Liberty LLC Units are redeemable for an equivalent number of shares of Class A Common Stock at any time, at the election of the shareholder.

The Company accounted for the PropX Acquisition using the acquisition method of accounting.

The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value at the date of the acquisition.

The estimated fair values of certain assets and liabilities require significant judgments and estimates.

The majority of the measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs.

In accordance with ASC Topic 805, an acquirer is allowed a period, referred to as the measurement period, in which to complete its accounting for the transaction.

Such measurement period ends at the earliest date that the acquirer a) receives the information necessary or b) determines that it cannot obtain further information, and such period may not exceed one year.

As the PropX Acquisition closed on October 26, 2021 the Company completed the purchase price allocation, particularly as it relates to current assets and current liabilities, during the year ended December 31, 2022.

The following table summarizes the fair value of the consideration transferred in the PropX Acquisition and the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed as of October 26, 2021, the date of the closing of the PropX Acquisition:

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

($ in thousands)

Total Purchase Consideration:

Consideration $ 103,023

Cash and cash equivalents $ 53

Accounts receivable and unbilled revenue 4,089

Prepaid and other current assets 1,722

Property and equipment (1)

Intangible assets (included in other assets in the accompanying consolidated balance sheet as of December 31, 2021) (2)

Total identifiable assets acquired 107,109

Accounts payable 2,152

Accrued liabilities 1,934

Total liabilities assumed 4,086

Total purchase consideration $ 103,023

(1) Useful lives average of 10 years, see Note 5—Property and Equipment

(2) Definite lived intangibles with an amortization period ranging from seven to 10 years

Transaction costs, costs associated with issuing additional equity and integration costs were recognized separately from the acquisition of assets and assumptions of liabilities in the PropX Acquisition.

Transaction costs consist of legal and professional fees.

Integration costs consist of expenses incurred to integrate PropX’s operations, aligning accounting processes and procedures, and integrating its enterprise resource planning system with those of the Company.

Merger and integration costs are expensed as incurred, and equity offering costs were recorded as a reduction to additional paid in capital.

The Company’s consolidated statements of operations for the year ended December 31, 2021 includes 66 days of PropX operations as the PropX Acquisition closed on October 26, 2021.

The Company does not present pro forma financial information for the periods prior to the PropX Acquisition as such information, after elimination of PropX’s historical transactions with the Company, is not materially different than the results presented in the accompanying Consolidated Statements of Operations for year ended December 31, 2021.

Note 4— Inventories

5 unchanged sentences

$ 203,469 $ 205,865

During the year ended December 31, 2023, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $ 5.8 million.

During the year ended December 31, 2022, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $ 1.7 million.

Both are included as a component in cost of services in the consolidated statements of operations.

The Company did not record any write-down to the inventory carrying value during the year ended December 31, 2021.

During the years ended December 31, 2024, 2023, and 2022, the lower of cost or net realizable value analysis resulted in the Company recording write-downs to the inventory carrying value of $ 1.0 million, $ 5.8 million, and $ 1.7 million, respectively.

All are included as a component in cost of services in the consolidated statements of operations.

LIBERTY ENERGY INC.

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12,532 11,836

3,596,656 2,990,459

Less accumulated depreciation and depletion ( 1,917,551 ) ( 1,501,685 )

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As of December 31, 2024 and December 31, 2023, the Company concluded that no triggering events that could indicate possible impairment of property and equipment had occurred, other than related to the assets held for sale discussed below.

As of December 31, 2023, the Company classified $ 0.7 million of land and $ 0.8 million of buildings, net of accumulated depreciation, of one property that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying consolidated balance sheet.

The Company estimates that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the year ended December 31, 2023.

Additionally, as of December 31, 2022, the Company classified $ 1.1 million of land and $ 6.2 million of buildings, net of accumulated depreciation, of two properties that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying consolidated balance sheet.

The Company estimates that the carrying value of the assets were greater than the fair value less the estimated costs to sell, and therefore recorded a $ 1.0 million loss during the year ended December 31, 2022, included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations.

One of the properties classified as held for sale as of December 31, 2022, was sold during the year ended December 31, 2023, resulting in a nominal loss included as a component of (gain) loss on disposal of assets, net in the accompanying consolidated statements of income.

As of December 31, 2024, the Company had no property that met the assets held for sale criteria.

However, as of December 31, 2023, the Company classified $ 0.7 million of land and $ 0.8 million of buildings, net of accumulated depreciation, of one property as held for sale.

During the year ended December 31, 2024, the Company sold two properties, including the property that was classified as held for sale as of December 31, 2023, resulting in a nominal gain included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations.

Note 6— Leases

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All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The components of lease expense for the years ended as of December 31, 2024, and 2023 were as follows:

7 unchanged sentences

Total lease cost, net $ 106,011 $ 78,208

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Supplemental cash flow and other information related to leases for the years ended December 31, 2024 and 2023 were as follows:

6 unchanged sentences

Finance leases 149,005 160,546

During the year ended December 31, 2023, the Company did not amend any operating leases.

During the year ended December 31, 2022, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified to finance leases.

In connection with the amendments, the Company recognized finance lease right-of-use assets of $ 3.5 million and liabilities of $ 3.5 million.

Additionally, the Company wrote-off operating lease right-of-use assets of $ 0.2 million and liabilities of $ 0.1 million.

During the year ended December 31, 2024, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified as finance leases.

Additionally, the Company recognized finance lease right-of-use assets of $ 4.4 million and liabilities of $ 4.3 million.

There was no gain or loss recognized as a result of these amendments.

During the year ended December 31, 2023, the Company did not amend any operating or finance leases.

Lease terms and discount rates as of December 31, 2024 and 2023 were as follows:

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For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of December 31, 2024 is $ 11.6 million;

the payment is not probable and

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

therefore has not been included in the measurement of the lease liability and right-of-use asset.

the payment is not probable and therefore has not been included in the measurement of the lease liability and right-of-use asset.

For vehicle leases that are classified as finance leases, the Company includes the residual value guarantee, estimated in the lease agreement, in the financing lease liability.

Lessor Arrangements

The Company leases dry and wet sand containers and conveyor belts to customers through operating leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease.

The Company leases dry and wet sand containers, conveyor belts, and other equipment to customers through operating leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease.

The lease agreements do not include options for the lessee to purchase the underlying asset at the end of the lease term for either a stated fixed price or fair market value.

2 unchanged sentences

The Company does not record any lease assets or liabilities related to these variable items.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The carrying amount of equipment leased to others, included in property, plant and equipment, under operating leases as of December 31, 2024 and 2023 were as follows:

14 unchanged sentences

$ 206,713 $ 261,066

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Debt consists of the following:

Term Loan Outstanding $ — $ 104,716

($ in thousands) December 31, 2024 December 31, 2023

Revolving Line of Credit $ 190,500 $ 140,000

Deferred financing costs and original issue discount — ( 1,270 )

Total debt, net of deferred financing costs and original issue discount $ 140,000 $ 218,446

Current portion of long-term debt, net of discount $ — $ 1,020

Long-term debt, net of discount and current portion 140,000 217,426

$ 140,000 $ 218,446

On September 19, 2017, the Company entered into two credit agreements, (i) a revolving line of credit up to $ 250.0 million, subsequently increased to $ 525.0 million, see below, (the “ABL Facility”) and (ii) a $ 175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”).

Effective January 23, 2023, the Company entered into an Eighth Amendment to the ABL Facility (the “Eighth ABL Amendment”).

10 unchanged sentences

Additionally, there were $ 0.2 million in administrative and lender legal fees incurred in connection with the pay off.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The weighted average interest rate on all borrowings outstanding as of December 31, 2024 and December 31, 2023 was 6.8 % and 7.6 %, respectively.

4 unchanged sentences

Under the terms of the ABL Facility, up to $ 525.0 million may be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory.

As of December 31, 2023, the borrowing base was calculated to be $ 420.3 million, and the Company had $ 140.0 million outstanding in addition to letters of credit in the amount of $ 2.6 million, with $ 277.7 million of remaining availability.

As of December 31, 2024, the borrowing base was calculated to be $ 319.8 million, and the Company had $ 190.5 million outstanding in addition to letters of credit totaling $ 14.0 million, with $ 115.3 million of remaining availability.

Borrowings under the ABL Facility bear interest at Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable SOFR margin of 1.5 % to 2.0 % or base rate margin of 0.5 % to 1.0 %, as described in the ABL Facility credit agreement (the “ABL Facility credit agreement”).

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The ABL Facility is not subject to financial covenants unless liquidity, as defined in the ABL Facility credit agreement, drops below a specific level.

The Company is required to maintain a minimum fixed charge coverage ratio, as defined in the

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

ABL Facility credit agreement, of 1.0 to 1.0 for each period if excess availability is less than 10 % of the borrowing base or $ 52.5 million, whichever is greater.

The Company is required to maintain a minimum fixed charge coverage ratio, as defined in the ABL Facility credit agreement, of 1.0 to 1.0 for each period if excess availability is less than 10 % of the borrowing base or $ 52.5 million, whichever is greater.

The Company was in compliance with these covenants as of December 31, 2024.

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Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborating market data is no longer available.

Transfers occur at the end of the reporting period.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

occur at the end of the reporting period.

There were no transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2024 and 2023.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations.

These financial instruments do not require disclosure by level.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, investments in equity securities, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations.

The carrying values of all of the Company’s financial instruments included in the accompanying consolidated balance sheets approximated or equaled their fair values on December 31, 2024 and 2023.

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on December 31, 2024 and 2023, due to their short-term nature.

• The carrying value of investments in equity securities were measured at fair value on December 31, 2024 based on quoted prices in active markets.

• The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on December 31, 2024 and 2023, as the effective interest rates approximated market rates.

3 unchanged sentences

These items are not measured at fair value on an ongoing basis but may be subject to fair value adjustments in certain circumstances.

These assets and liabilities include those acquired through the Siren Acquisition and PropX Acquisition, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic 805 .

These assets and liabilities include those acquired through the Siren Acquisition, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic 805 .

See Note 3—Acquisitions.

During the year ended December 31, 2024, the Company sold two properties classified as held for sale resulting in a nominal gain included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations.

Therefore, as of December 31, 2024, the Company had no property that met the assets held for sale criteria.

As of December 31, 2023, the Company recorded $ 0.7 million of land and $ 0.8 million of buildings of one property that met the held for sale criteria, to assets held for sale at a total fair value of $ 0.8 million, which are included in prepaid and other current assets in the accompanying consolidated balance sheets.

The Company estimated the fair value of the property based on a communicated selling price for one property, which is a Level 3 input.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

As of December 31, 2022, the Company recorded $ 1.1 million of land and $ 6.2 million of buildings of two properties that met the held for sale criteria, to assets held for sale at a total fair value of $ 6.3 million, which are included in prepaid and other current assets in the accompanying consolidated balance sheets.

The Company estimated that the carrying value of the assets were greater than the fair value less the estimated costs to sell, and therefore recorded a $ 1.0 million loss during the year ended December 31, 2022, included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations.

Other assets measured at fair value on a nonrecurring basis consist of notes receivable—related party from the Affiliate, as defined and described in Note 14—Related Party Transactions.

The note was initially recorded for the trade receivables, created in the normal course of business, due from the Affiliate as of the Agreement Date, as defined in Note 14—Related Party Transactions.

There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable.

These notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon unobservable inputs.

As of December 31, 2023 and 2022, notes receivable—related party from the Affiliate totaled $ 14.8 million and $ 11.8 million, respectively.

The Company estimated that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the year ended December 31, 2023.

Other assets measured at fair value on a nonrecurring basis consisted of notes receivable—related party, which was recorded for trade receivables, created in the normal course of business, due from the Affiliate as of the Agreement Date, as defined and described in Note 14—Related Party Transactions.

These notes were classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value were based upon unobservable inputs.

During the year ended December 31, 2024, the notes were paid in full and therefore none was outstanding as of December 31, 2024.

As of December 31, 2023, notes receivable—related party from the Affiliate was $ 14.8 million.

Recurring Measurements

2 unchanged sentences

As of December 31, 2024 and 2023, the Company had cash equivalents, measured at fair value, of $ 0.3 million and $ 0.3 million, respectively.

The Company holds an investment in Oklo Inc.

(“Oklo”) made during the three months ended September 30, 2023.

In May 2024, Oklo was acquired by a publicly traded special purpose acquisition company which resulted in the conversion of the Company’s investment into common shares of Oklo, which are traded on the New York Stock Exchange.

The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market.

As of December 31, 2024, the fair value of the investment was estimated at $ 51.6 million.

The change in Oklo’s fair value resulted in an unrealized gain of $ 41.6 million during the year ended December 31, 2024, included in unrealized gain on investments, net in the accompanying consolidated statements of operations.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Additionally, during the three months ended December 31, 2023, the Company purchased depository interests representing shares of common stock in Tamboran Resources Corporation (“Tamboran”).

In June 2024, Tamboran completed an initial public offering and listed its common stock on the New York Stock Exchange.

In addition to the prior purchase of depository interests, the Company participated in Tamboran’s initial public offering by purchasing an additional $ 10.0 million of Tamboran’s common stock.

The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market.

As of December 31, 2024, the fair value of the investment was estimated at $ 18.8 million.

The change in Tamboran’s fair value resulted in an unrealized loss of $ 1.5 million during the year ended December 31, 2024, included in unrealized gain on investments, net in the accompanying consolidated statements of operations.

Nonfinancial assets

6 unchanged sentences

The majority of the Company’s customers have payment terms of 45 days or less.

During the year ended December 31, 2023, no customers accounted for 10% of total consolidated accounts receivable and unbilled revenue.

As of December 31, 2022, customer A accounted for 11.0 %, of total consolidated accounts receivable and unbilled revenue.

As of December 31, 2024, Customer A and Customer B accounted for 13.7 % and 10.4 %, respectively, of total consolidated accounts receivable and unbilled revenue.

As of December 31, 2023, no customers accounted for 10% of total consolidated accounts receivable and unbilled revenue.

During the year ended December 31, 2024, Customer C accounted for 11.8 % of consolidated revenues.

During the years ended December 31, 2023, and 2022, no customers accounted for 10% of consolidated revenues.

The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers.

As of December 31, 2023, the Company had $ 0.9 million in allowance for credit losses and recorded a provision related to certain customers’ expected inability to pay.

As of December 31, 2024, the Company had $ 0.8 million in allowance for credit losses.

As of December 31, 2021, the Company had $ 0.9 million in allowance for credit losses and recorded a provision related to two entities inability to pay.

As of December 31, 2023 and 2022, the Company had $ 0.9 million in allowance for credit losses and recorded a provision in 2023 related to certain customers’ expected inability to pay.

The Company applies historic loss factors to its receivable portfolio segments that are not expected to be further impacted by current economic developments, and an additional economic conditions factor to portfolio segments anticipated to experience greater losses in the current economic environment.

While the Company has not experienced significant credit losses in the past and has not seen material changes to the payment patterns of its customers, the Company cannot predict with any certainty the degree to which unforeseen events may affect the ability of its customers to timely pay receivables when due.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Accordingly, in future periods, the Company may revise its estimates of expected credit losses.

5 unchanged sentences

Allowance for credit losses, end of year $ 848 $ 939 $ 884

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Note 10— Equity

7 unchanged sentences

Class B Common Stock

The Company had a total of 0 and 250,222 shares of Class B Common Stock outstanding as of December 31, 2023 and 2022, respectively.

The Company had no shares of Class B Common Stock outstanding as of December 31, 2024 and 2023, respectively.

Effective January 31, 2023, in connection with the Merger, all outstanding shares of the Class B Common Stock were redeemed and exchanged, with no shares remaining outstanding as of December 31, 2024.

3 unchanged sentences

Subject to adjustment in the event of certain transaction or changes of capitalization in accordance with the LTIP, 12,908,734 shares of Class A Common Stock were initially reserved for issuance pursuant to awards under the LTIP.

Class A Common Stock subject to an award that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

Effective April 16, 2024, following receipt of stockholder approval, the Company adopted the amended and restated the LTIP, which, among other things, increased the total number of shares authorized for issuance under the amended and restated LTIP, including shares already issued, to 21,239,244 shares of Class A Common Stock.

Class A Common Stock subject to an award that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares will again be available for delivery pursuant to other awards under the LTIP.

Restricted Stock Units

12 unchanged sentences

Performance restricted stock units (“PSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock.

PSUs were granted with a three -year cliff vesting schedule, subject to a performance target compared to an index of competitors ’ results over the three -year period as designated in the award.

PSUs were granted with a three-year cliff vesting and performance period, with the vesting percentage of the target award dependent on the satisfaction of the performance goals set forth in the applicable award agreement.

The Company records compensation expense based on the Company’s best estimate of the number of PSUs that will vest at the end of the performance period.

15 unchanged sentences

During the year ended December 31, 2024, dividend payments totaled $ 47.7 million.

The Company paid cash dividends of $ 0.05 per share of Class A Common Stock on March 20, 2023, June 20, 2023, and September 20, 2023 to stockholders of record as of March 6, 2023, June 6, 2023, and September 6, 2023, respectively.

Additionally, the Company paid cash dividends of $ 0.07 per share of Class A Common Stock on December 20, 2023 to stockholders of record as of December 6, 2023.

During the year ended December 31, 2023, dividend payments totaled $ 37.5 million.

The Company paid cash dividends of $ 0.05 per share of Class A Common Stock on December 20, 2022 to stockholders of record as of December 6, 2022.

1 unchanged sentence

The Company used the proceeds of the distribution to pay the dividend to all holders of shares of Class A Common Stock as of December 6, 2022, which totaled $ 9.0 million.

Additionally, the Company paid an accrued dividend equivalent upon vesting for the RSUs and PSUs with a 2023 vesting date, which totaled $ 0.2 million for the year ended December 31, 2023.

Additionally, the Company paid an accrued dividend equivalent upon vesting for the RSUs and PSUs with a 2024 vesting date, which totaled $ 0.7 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company had $ 1.5 million and $ 1.0 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively.

3 unchanged sentences

Share Repurchase Program

On July 25, 2022, the Company’s board of directors authorized and the Company announced a share repurchase program that allowed the Company to repurchase up to $ 250.0 million of the Company’s Class A Common Stock beginning immediately and continuing through and including July 31, 2024.

On January 24, 2023, the Board authorized and the Company announced an increase to the share repurchase program that increased the Company’s cumulative repurchase authorization to $ 500.0 million.

Furthermore, on January 23, 2024 the Board authorized and the Company announced an increase to the share repurchase program that increased the Company’s cumulative repurchase authorization to $ 750.0 million and extended the authorization through July 31, 2026.

The shares may be repurchased from time to time in open market or privately negotiated transactions or by other means in accordance with applicable state and federal securities laws.

On January 24, 2023, the Board authorized and the Company announced an increase of the cumulative repurchase authorization to $ 500.0 million.

Furthermore, on January 23, 2024 the Board authorized and the Company announced an increase of the cumulative repurchase authorization to $ 750.0 million and extended the authorization through July 31, 2026.

The shares may be repurchased from time to time in open market transactions, through block trades, in privately negotiated transactions, through derivative transactions, or by other means in accordance with applicable state and federal securities laws.

The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A Common Stock, the market price of the Company’s Class A Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations.

The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice.

The Company expects to fund any repurchases by using cash on hand, borrowings under its revolving credit facility and expected free cash flow to be generated through the duration of the share repurchase program.

During the year ended December 31, 2023, the Company repurchased and retired 13,705,622 shares of Class A Common Stock for $ 203.1 million or $ 14.82 average price per share including commissions, under the share repurchase program.

The Company expects to fund any repurchases by using cash on hand, borrowings under the ABL Facility and expected free cash flow to be generated through the duration of the share repurchase program.

Year Ended December 31, Year Ended December 31, Year Ended December 31,

($ in thousands, except share count and per share data) 2024 2023 2022

Shares of Class A Common Stock 6,320,536 13,705,622 8,185,890

Cost of shares repurchased $ 127,395 $ 203,100 $ 125,313

Average price per share including commissions $ 20.16 $ 14.82 $ 15.31

As of December 31, 2024, $ 294.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program.

During the year ended December 31, 2022, the Company repurchased and retired 8,185,890 shares of Class A Common Stock for $ 125.3 million or $ 15.31 average price per share including commissions, under the share repurchase program.

During the year ended December 31, 2021, under the prior share repurchase program, no shares were repurchased and retired under the share repurchase program.

The Company accounts for the purchase price of repurchased common shares in excess of par value ($ 0.01 per share of Class A Common Stock) as a reduction of additional paid-in capital, and will continue to do so until additional paid-in capital is reduced to zero.

Thereafter, any excess purchase price will be recorded as a reduction to retained earnings.

As enacted by the Inflation Reduction Act of 2022 (“IRA”), the Company accrued stock repurchase excise tax of $ 1.9 million for the year ended December 31, 2023.

As enacted by the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), the Company accrued stock repurchase excise tax of $ 0.9 million and $ 1.9 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company had excise tax payables of $ 0.9 million and $ 1.9 million, respectively, in accrued liabilities in the accompanying consolidated balance sheets.

Note 11— Net Income per Share

26 unchanged sentences

Note 12— Income Taxes

The Company is a corporation and is subject to taxation in the United States, Canada and various state, local and provincial jurisdictions.

The Company is a corporation and is subject to taxation in the United States, Canada, Australia and various state, local and provincial jurisdictions.

Historically, Liberty LLC was treated as a partnership, and its income was passed through to its owners for income tax purposes.

2 unchanged sentences

Liberty LLC filed a final tax return during the 2023 calendar year.

The Company is still party to the TRAs;

the associated liabilities are discussed below.

As of December 31, 2024, tax reporting by the Company for the years ended December 31, 2021, 2022, 2023, and the short period ended January 31, 2023 are subject to examination by the tax authorities.

With few exceptions, as of December 31, 2024, the Company is no longer subject to U.S.

federal, state or local examinations by tax authorities for tax years ended before December 31, 2019.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The components of the Company’s income (loss) from continuing operations before income taxes on which the provision for income taxes was computed consisted of the following:

federal, state or local examinations by tax authorities for tax years ended on or before December 31, 2020.

The components of the Company’s income from continuing operations before income taxes on which the provision for income taxes was computed consisted of the following:

Year Ended December 31,

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Total $ 403,271 $ 734,890 $ 399,509

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The components of the provision for incomes taxes from continuing operations are summarized as follows:

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($ in thousands) 2024 2023 2022

Computed tax expense (benefit) at the statutory rate $ 154,327 $ 83,897 $ ( 37,336 )

Computed tax expense at the statutory rate $ 84,687 $ 154,327 $ 83,897

Increase (decrease) in tax expense resulting from:

State and local income tax expense (benefit), net 15,745 10,224 ( 5,204 )

State and local income tax expense, net 9,340 15,745 10,224

Non-controlling interest — ( 19 ) ( 151 )

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Other TRA adjustment 181 ( 248 ) ( 2,763 )

Federal tax credits ( 6,743 ) — —

Nondeductible executive compensation 2,920 6,514 —

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The effective tax rate for the years ended December 31, 2024, 2023, and 2022 was 21.6 %, 24.3 %, and ( 0.2 )%, respectively.

The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to the Company’s Canadian operations, state income taxes in the states the Company operates, as well as nondeductible executive compensation.

federal income tax credits.

LIBERTY ENERGY INC.

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Deferred tax assets:

Federal net operating losses $ — $ 25,570

Federal tax credit $ 9,615 $ —

State net operating losses 859 1,286

Foreign net operating losses 920 —

Realized tax benefit - TRAs 79,175 87,260

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Lease liabilities 67,603 51,504

Property and equipment — 4,638

Stock-based compensation 4,494 4,279

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Total deferred tax assets 198,384 175,648

Less valuation allowance — —

Net deferred tax assets 175,648 136,149

Deferred tax liabilities:

Investment in Liberty LLC $ — $ ( 121,861 )

Property and equipment ( 233,649 ) ( 221,337 )

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Total deferred tax liabilities ( 334,568 ) ( 277,988 )

Net deferred tax (liability) asset $ ( 102,340 ) $ 11,548

Net deferred tax (liability) $ ( 136,184 ) $ ( 102,340 )

During the year ended December 31, 2023, the Company adopted a plan of merger, pursuant to which Liberty LLC merged into the Company, ceasing the existence of Liberty LLC with the Company remaining as the surviving entity.

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federal net operating loss carryforwards and has $ 0.9 million state net operating loss carryforwards that will not expire in the foreseeable future.

The Company also has $ 9.6 million U.S.

federal income tax credits that will not expire for twenty years .

On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) released a statement on the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges of the digital economy.

On December 20, 2021, the OECD released Pillar Two model rules defining a 15% global minimum tax rate for large multinational corporations (the “Pillar Two Framework”).

On June 20, 2024 and December 23, 2024, Canada and Australia, respectively, enacted the Pillar Two global minimum tax regime, which is not expected to have a material impact on the Company’s financial statements for the fiscal year ended December 31, 2024.

The OECD continues to release additional guidance and countries are implementing legislation, with widespread adoption of the Pillar Two Framework expected by 2025.

The Company is continuing to evaluate the Pillar Two Framework and its potential impact on future periods, including any legislation enacted in the jurisdictions in which the Company operates.

The Company may distribute cash from foreign subsidiaries to its U.S.

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If such earnings were to be distributed, any income and/or withholding tax would not be significant.

During the year ended December 31, 2024, the Company entered into a Tax Credit Transfer Agreement (“TCTA”) with a third-party seller, pursuant to which the Company agreed to purchase up to $ 33.5 million of transferable tax credits under the Inflation Reduction Act.

The benefit for the federal income tax credits purchased has been recognized as a reduction to the Company’s income tax expense in the current period.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Uncertain Tax Positions

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If the Company were to record an unrecognized tax benefit, the Company will recognize applicable interest and penalties related to income tax matters in income tax expense.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Tax Receivable Agreements

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At December 31, 2024, the Company’s liability under the TRAs was $ 115.7 million of which $ 40.8 million is recorded as a current liability and $ 74.9 million is recorded as a component of long-term liabilities.

The Company recorded a gain on remeasurement of the liabilities subject to the TRA of $ 1.8 million recorded as part of continuing operations in the current year.

At December 31, 2022, the Company’s liability under the TRAs was $ 118.9 million, all of which was recorded as a component of long-term liabilities, and the related deferred tax assets totaled $ 99.9 million.

Upon the release of the valuation allowance, the Company recorded a loss on remeasurement of the liabilities subject to the TRA of $ 76.2 million recorded as part of continuing operations in the prior year.

The Company recorded a loss on remeasurement of the liabilities subject to the TRA of $ 3.2 million recorded as part of continuing operations in the current year.

At December 31, 2023, the Company’s liability under the TRAs was $ 117.7 million, of which $ 5.2 million was presented as a current liability, and $ 112.5 million was presented as a long-term liability.

The Company recorded a gain on remeasurement of the liabilities subject to the TRA of $ 1.8 million recorded as part of continuing operations in the prior year.

The Company made $ 5.2 million of TRA payments during the year ended December 31, 2024.

During the year ended December 31, 2023, exchanges of Liberty LLC Units and shares of Class B Common Stock resulted in an increase of $ 0.6 million in amounts payable under the TRAs, and a net increase of $ 0.7 million in deferred tax assets, all of which were recorded through equity.

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On January 31, 2023, the Company recorded an increase of $ 6.6 million of deferred tax assets for the impact of the adopted plan of merger for Liberty LLC into the Company, all of which was recorded through equity.

During the year ended December 31, 2022, exchanges of Liberty LLC Units and shares of Class B Common Stock resulted in an increase of $ 5.1 million in amounts payable under the TRAs, and a net increase of $ 6.0 million in deferred tax assets, all of which were recorded through equity.

The Company did not make any TRA payments during the year ended December 31, 2022.

LIBERTY ENERGY INC.

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During the year ended December 31, 2023, the Company repurchased and retired 3,000,000 shares of Class A Common Stock for $ 45.0 million or $ 15.00 average price per share from Schlumberger, under the share repurchase program.

Effective January 31, 2023, after the repurchase and retirement, Schlumberger owns no shares of Class A Common Stock of the Company and no longer qualifies as a related party.

Effective January 31, 2023, after the repurchase and retirement, Schlumberger owns no shares of Class A Common Stock of the Company and no longer qualified as a related party.

During the year ended December 31, 2022, the Company repurchased and retired 1,700,000 shares of Class A Common Stock for $ 27.8 million or $ 16.35 average price per share from Schlumberger, under the share repurchase program.

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The Company did not receive any proceeds from the Sale.

Within the normal course of business, the Company purchases chemicals, proppant and other equipment and maintenance parts from Schlumberger and its subsidiaries.

Within the normal course of business, the Company purchased chemicals, proppant, other equipment, and maintenance parts from Schlumberger and its subsidiaries.

During the period from January 1, 2023 until January 31, 2023, total purchases from Schlumberger were approximately $ 1.7 million.

During the years ended December 31, 2022 and 2021, total purchases from Schlumberger were approximately $ 21.7 million and $ 28.2 million, respectively.

As of December 31, 2022 amounts due to Schlumberger were $ 2.6 million and $ 0.7 million included in accounts payable and accrued liabilities, respectively, in the consolidated balance sheets.

During 2021, a subsidiary of the Company and Schlumberger entered into a property swap agreement under which the Company exchanged with Schlumberger a property and $ 4.9 million in cash for a separate property that the Company will utilize with its existing operations.

The Company did not recognize any gain or loss on the transaction.

In separate transactions, the Company has sold equipment to Schlumberger including $ 0.1 million and $ 1.3 million during the years ended December 31, 2022 and 2021, respectively.

The Company recognized a gain on the sale of equipment of $ 0.0 million and $ 0.9 million, respectively.

Although the Company continues to do business with Schlumberger, the Company no longer presents cash flows with Schlumberger as related party in the accompanying consolidated statements of cash flows.

During the year ended December 31, 2022, total purchases from Schlumberger were approximately $ 21.7 million.

Additionally, the Company sold equipment to Schlumberger including $ 0.1 million during the year ended December 31, 2022.

The Company recognized a minimal gain on the sale of equipment.

Franklin Mountain Energy, LLC

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Amounts included in unbilled revenue from Franklin Mountain as of December 31, 2024 and 2023, were $ 0.0 million and $ 13.4 million, respectively.

There were $ 12.1 million and $ 0.0 million in receivables from Franklin Mountain as of December 31, 2023 and 2022, respectively.

Receivables from Franklin Mountain as of December 31, 2024 and 2023, were $ 4.2 million and $ 12.1 million, respectively.

Liberty Resources LLC

Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) has certain common ownership and management with the Company.

The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the years ended December 31, 2023, 2022 and 2021, were $ 38.8 million, $ 16.7 million and $ 2.8 million, respectively.

Amounts included in unbilled revenue and accounts receivable—related party from the Affiliate as of December 31, 2023 were $ 0.0 million and $ 5.2 million, respectively.

There were no amounts included in unbilled revenue and accounts receivable—related party from the Affiliate as of December 31, 2022.

Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) had certain common ownership and management with the Company.

Effective March 14, 2024, the Affiliate was no longer a related party, following its acquisition by an unaffiliated party.

The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the period January 1, 2024 through March 13, 2024, and the years ended December 31, 2023 and 2022, were $ 11.1 million, $ 38.8 million and $ 16.7 million, respectively.

On December 28, 2022 (the “Agreement Date”), the Company entered into an agreement with the Affiliate to amend payment terms for outstanding invoices due as of the Agreement Date to extend the due dates to April 1, 2024.

Additionally, on August 15, 2023, the agreement was further amended in order to extend the due dates for certain invoices to January 1, 2025.

Amounts outstanding from the Affiliate, under such agreement, as of December 31, 2023 and 2022 were $ 14.8 million and

Amounts outstanding from the Affiliate as of December 31, 2023 were $ 14.8 million, included in other assets in the consolidated balance sheets.

All amounts outstanding with the Affiliate under the agreement were collected in full during the three months ended March 31, 2024.

Receivables from the Affiliate as of December 31, 2023 were $ 5.2 million, included in accounts receivable—related party.

During the period January 1, 2024 through March 13, 2024, and the years ended December 31, 2023 and 2022, interest income from the Affiliate was $ 0.5 million, $ 2.0 million, and $ 0.0 million, respectively.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

$ 11.8 million, respectively, included in other assets in the consolidated balance sheets.

Any receivable amount outstanding at the end of each month is subject to interest through the end of the agreement.

During the years ended December 31, 2023, 2022 and 2021, interest income from the Affiliate was $ 2.0 million, $ 0.0 million , and $ 0.0 million , respectively.

PropX Acquisition

During 2016, Liberty Holdings entered into a future commitment to invest and become a non-controlling minority member in PropX, the provider of proppant logistics equipment.

Effective October 26, 2021, the Company completed the purchase of all membership interest in PropX, refer to Note 3—Acquisitions for further discussion of the transaction.

During the period from January 1, 2021 until October 26, 2021, the Company leased proppant logistics equipment from PropX for $ 7.3 million.

R/C IV Liberty Big Box Holdings, L.P., a Riverstone Holdings LLC (“Riverstone”) fund and a former significant stockholder of the Company, held a greater than 10 % equity interest in PropX.

Christopher Wright, the Chief Executive Officer, Michael Stock, the Chief Financial Officer and Ron Gusek, the President of the Company, held a less than 5 % equity interest in PropX through Big Box Proppant Investments LLC.

Cary Steinbeck, a director of the Company, served on the PropX board of directors and held a less than 5 % indirect equity interest in PropX.

In addition, Brett Staffieri, a Riverstone appointed director, served on the board of the directors of the Company until June 15, 2021 and on the PropX board of directors until the acquisition date.

The PropX Acquisition was reviewed and approved by the disinterested members of the Board and pursuant to the Company’s related party transactions policy .

During the three months ended September 30, 2023, the Company invested $ 10.0 million in a fission power and nuclear fuel recycling company, Oklo.

Effective May 10, 2024, through an acquisition by a special purpose acquisition company, the Company ’ s investment converted into shares traded on the New York Stock Exchange.

Additionally, Chris Wright, the Company ’ s Chief Executive Officer and Chairman of the Board during fiscal year 2024, was appointed to the Oklo board of directors.

During the year ended December 31, 2024, the Company recorded an unrealized gain of $ 41.6 million, included in unrealized gain on investments, net in the accompanying consolidated statements of operations.

As of December 31, 2024, the fair value of the Company ’ s investment using Level 1 inputs was $ 51.6 million.

The Company was not party to any other transactions with Oklo during the years ended December 31, 2024, and 2023.

Nomad Proppant Services LLC

During the year ended December 31, 2021, the Company committed to investing $ 10.0 million in Nomad Proppant Services LLC (“Nomad”), a mobile sand mine company.

Upon the commitment, the Company had a significant but non-controlling financial interest in Nomad.

Within the normal course of business, the Company purchased proppant from Nomad for $ 5.5 million during the year ended December 31, 2024.

Payables to Nomad as of December 31, 2024, were $ 0.6 million.

Prior to the year ended December 31, 2024 the Company did not purchase any goods from Nomad.

As of December 31, 2024 and 2023, the value of the Company ’ s investment using the equity method accounting was $ 10.7 million and $ 11.4 million, respectively.

During the years ended December 31, 2024 and 2023, the Company received cash distributions from Nomad in the amounts of $ 4.0 million and $ 0.8 million, respectively.

Bettering Human Lives Foundation

In December 2023, the Company established the Bettering Human Lives Foundation (the “Foundation”), a nonprofit organization dedicated to promoting clean cooking solutions and improving the well-being of communities worldwide.

Wright, the Company’s CEO during fiscal year 2024, serves as the Chairman of the Foundation, and Anne Hyre serves as its executive director.

Hyre is the sister-in-law of Mr.

In December 2023, the Company made an initial commitment to make a charitable contribution of $ 1.0 million to the Foundation.

In addition, effective January 1, 2024 Ms.

Hyre is employed by a subsidiary of the Company and seconded to the Foundation, and Company and the Foundation entered into a professional services agreement (the “Professional Services Agreement”), whereby the Company provides certain administrative services for the Foundation.

During the year ended December 31, 2024, the Company made charitable contributions of $ 0.9 million to the Foundation, and received $ 0.5 million in other service revenue under the Professional Services Agreement.

Note 15— Commitments & Contingencies

Purchase Commitments (tons are not in thousands)

The Company enters into purchase and supply agreements to secure supply and pricing of proppants, transload, and equipment.

The Company enters into purchase and supply agreements to secure supply and pricing of proppant and equipment.

As of December 31, 2024 and 2023, the agreements provide pricing and committed supply sources for the Company to purchase 360,000 tons and 1,854,000 tons, respectively, of proppant through December 31, 2025.

Amounts below also include commitments to pay for transport fees on minimum amounts of proppants.

Additionally, related proppant transload service commitments run through 2024.

Future proppant, transload, and equipment commitments are as follows:

Future proppant and equipment commitments are as follows:

($ in thousands)

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In circumstances where the Company does not make the minimum purchase required under the contract, the Company and its suppliers have a history of amending such minimum purchase contractual terms and in rare cases does the Company incur shortfall fees.

If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the Company could incur shortfall fees in the amounts of $ 25.2 million and $ 5.4 million for the years ended December 31, 2024 and December 31, 2025, respectively.

If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Company could incur shortfall fees in the amounts of $ 5.4 million for the year ended December 31, 2025.

Based on forecasted levels of activity, the Company does not currently expect to incur significant shortfall fees.

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From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions.

The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter.

Notwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters individually or in the aggregate will have a material adverse effect on its financial position or results of operations.

The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter.

Notwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters, individually or in aggregate, will have a material adverse effect on the Company ’ s financial position or results of operations.

Note 16— Subsequent Events

On January 23, 2024, the Company’s board of directors approved a quarterly dividend of $ 0.07 per share of Class A Common Stock to be paid on March 20, 2024 to holders of record as of March 6, 2024.

Additionally, on January 23, 2024, the Company’s board of directors authorized an increase of the share repurchase program that allows the Company to repurchase an additional $ 250.0 million for a total up to $ 750.0 million of the Company’s Class A Common Stock and extended the authorization through July 31, 2026.

On January 22, 2025, the Company’s Board of Directors (the “Board” ) approved a quarterly dividend of $ 0.08 per share of Class A Common Stock to be paid on March 20, 2025 to holders of record as of March 6, 2025.

On February 3, 2025, Christopher A.

Wright, the Company ’s CEO was confirmed to the position of Secretary of Energy of the United States and resigned from his positions as Chairman of the Board, Director and Chief Executive Officer of the Company.

In connection with Mr.

Wright’s resignation, the Company modified certain terms and conditions of Mr.

Wright’s stock awards granted under the LTIP.

Unvested RSUs and PSUs granted to Mr.

Wright in 2022, 2023, and 2024 vested effective February 3, 2025.

In total 412,292 shares of Class A Common Stock were issued, net of tax withholding.

As a result of the modification the Company expects to recognize $ 10.3 million of incremental non-cash stock-based compensation expense during the three months ended March 31, 2025.

No other significant subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements and notes thereto.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures