What changed in this filing

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Item 5. Other Information

2025-10-17 compared with 2025-07-25 · 27 added, 30 removed, 33 unchanged (63% of the section changed)

1 unchanged sentence

Rule 10b5-1 Plans

During the quarter ended June 30, 2025, 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).

Termination of ABL Facility

In connection with the Company’s entry into the Credit Agreement, on July 24, 2025, the Company terminated the ABL Facility.

As of the Termination Date, (i) the outstanding debt under the Company’s ABL Facility was repaid in full, (ii) the outstanding liabilities with respect to obligations under the Company’s ABL Facility were released and discharged, (iii) all liens, security interests and guaranties under the ABL Facility were released and terminated and (iv) all letters of credit issued and outstanding under the ABL Facility were continued as letters of credit issued and outstanding under the Revolving Credit Facility.

A portion of the proceeds from the Revolving Credit Facility were used to pay off the outstanding debt under the ABL Facility.

Entry into the Credit Agreement

On July 24, 2025, the Borrowers and the Company, as parent guarantor, JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto entered into the Credit Agreement.

Among other things, the Credit Agreement provides for a revolving credit facility with initial revolving commitments of $750.0 million subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory.

The Revolving Credit Facility includes a $50.0 million sublimit for the issuance of standby letters of credit and an accordion feature allowing up to $200.0 million of additional revolving commitments, subject to certain conditions.

The proceeds of the loans advanced under the Credit Agreement will be used for purposes of (i) repaying, in full, the outstanding principal, accrued interest and accrued fees and expenses owing under or in connection with the ABL Facility (defined above), (ii) paying fees and expenses incurred in connection with the Credit Agreement, and (iii) other general corporate purposes of the Borrowers.

As of July 25, 2025, the borrowing base under the Revolving Credit Facility was calculated to be $499.7 million and $231.0 million was outstanding under the Revolving Credit Facility, in addition to letters of credit totaling $14.0 million.

All outstanding advances under the Credit Agreement are due and payable in full on July 24, 2030.

The Credit Agreement is collateralized by accounts receivable, inventory and equipment including generator components and certain generator units.

The Credit Agreement requires a negative pledge with respect to all other assets of the Company and its subsidiaries (subject to certain exceptions).

The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company, as parent guarantor, and all other subsidiaries of the Company that are neither Borrowers nor designated as unrestricted subsidiaries.

The interest rates applicable to advances made under the Credit Agreement will be calculated, at the Company’s option, by using either a (i) base rate, which is defined as the greatest of (a) the federal funds rate plus 0.5%, (b) adjusted term SOFR for a one month tenor in effect on such day plus 1.0% and (c) JPMorgan’s prime rate, or (ii) adjusted term SOFR, and in each case, plus an applicable SOFR margin of 2.0% to 2.25% or applicable base rate margin of 1.0% to 1.25%, depending on the Company’s most recent net leverage ratio.

The average monthly unused commitment under the Revolving Credit Facility is subject to an unused commitment fee of 0.25% to 0.375%.

The Credit Agreement contains customary representations and warranties and certain covenants that limit (subject to certain exceptions) the ability of the Company and the Borrowers to, among other things, (i) incur or guarantee additional indebtedness, (ii) incur or suffer to exist liens, including liens securing indebtedness, (iii) make investments, (iv) consolidate, merge or transfer all or substantially all of their assets, (v) sell assets, (vi) pay dividends or other distributions on, or redeem or repurchase, capital stock, (vii) enter into transactions with affiliates and (viii) enter into certain agreements that could constitute a negative pledge.

In addition, the Credit Agreement contains financial covenants that require the Company’s (i) leverage ratios to be less than certain maximum levels and (ii) if liquidity drops below a specific level, fixed charge coverage ratio to exceed certain minimum levels, in each case, as defined and calculated according to the procedures set forth in the Credit Agreement.

The Credit Agreement also contains customary events of default.

If such an event of default occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement and actions permitted to be taken by a secured creditor.

The lenders that are parties to the Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services.

Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, certain of these services to the Company and the Borrowers and to persons and entities with relationships with the Company and the Borrowers, for which they received or will receive customary fees and expenses.

The foregoing description of the Credit Agreement is a summary only and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is filed, with confidential information redacted, as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

During the quarter ended September 30, 2025, 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).

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On October 16, 2025, the Board of Directors (the “Board”) of Liberty Energy Inc.

(the “Company”) appointed Ms.

Alice Yake (Jackson) to an existing Class II vacancy on the Board.

Yake will serve a term expiring at the Company’s 2027 annual meeting of stockholders.

The Board has not determined the committees of the Board, if any, to which Ms.

Yake may be appointed.

The appointment of Ms.

Yake to the Board was based upon the recommendation of the Board’s Nominating and Governance Committee.

The Board determined that Ms.

Yake is independent under New York Stock Exchange rules.

As compensation for her service on the Board, Ms.

Yake will participate in the Company’s standard non-employee director compensation program, prorated to reflect her partial year of service in 2025, which program is more fully described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025, as may be amended from time to time.

Yake does not have any family relationships with any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company, and there are no arrangements or understandings between her and any other person pursuant to which Ms.

Yake was selected as a director of the Company.

Since the beginning of the Company’s last fiscal year, neither Ms.

Yake nor her immediate family members have had any direct or indirect material interest in any existing or proposed transaction, arrangement, or relationship with the Company or any director or executive officer of the Company or immediate family member thereof in which the amount involved exceeds $120,000.

The Company expects to enter into an indemnification agreement with Ms.

Yake substantially in the form that was previously filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 6, 2025, and is incorporated by reference herein.

The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.

INDEX TO EXHIBITS

3.1 Secon d Amended and Restated Certificate of Incorporation of Liberty Energy Inc.

3.1 Second Amended and Restated Certificate of Incorporation of Liberty Energy Inc.

, marked to show amendments effective April 15, 2025 *

3.2 Third Amended and Restated Bylaws of Liberty Energy Inc.

3.4 Third Amended and Restated Bylaws of Liberty Energy Inc ., marked to show amendments effective April 15, 2025 *

10.1 Credit Agreement, dated July 24, 2025, by and among JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger and certain other lenders party thereto, Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC and Proppant Express Solutions, LLC, as borrowers, and Liberty Energy Inc., as parent guarantor +(1)

14 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

(1) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q, filed on July 25, 2025.

* Filed herewith.

4 unchanged sentences

/s/ Ron Gusek

July 25, 2025 By:

October 17, 2025 By:

Chief Executive Officer and Director (Principal Executive Officer)

/s/ Michael Stock

July 25, 2025 By:

October 17, 2025 By:

Michael Stock

Chief Financial Officer (Principal Financial Officer)

July 25, 2025 By:

October 17, 2025 By:

Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)

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-Q

Item 5. Other Information