Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plans
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. Ms. 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.
Ms. 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.
33
Table of Contents
Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1 Second Amended and Restated Certificate of Incorporation of Liberty Energy Inc. (1)
3.2 Third Amended and Restated Bylaws of Liberty Energy Inc. (1)
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)
10.2 Guaranty and Security Agreement, dated July 24, 2025, by and among JPMorgan Chase Bank, N.A, as agent, Liberty Energy Services LLC, Liberty Energy Inc., Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Power & Logistics LLC, Liberty Power Real Estate Company LLC, Liberty Power Trucking LLC, Liberty Energy RE Holdings LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC, IMG Midstream LLC, IMG Solar LLC, IMG Development LLC, IMG Energy Services LLC, PG Solar LLC, Jackson Falls Solar LLC, McFarland Solar LLC, McLane Solar LLC, Garret's Run Solar LLC, Glade Run Solar LLC, McVille Solar LLC, River Hawk Solar LLC, Lorain Solar LLC and Perry Solar LLC, as grantors +(1)
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95 Mine Safety Disclosure *
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
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.
** Furnished herewith.
+ All schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
34
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Ron Gusek
Date: October 17, 2025 By: Ron Gusek
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Stock
Date: October 17, 2025 By: Michael Stock
Chief Financial Officer (Principal Financial Officer)
/s/ Ryan T. Gosney
Date: October 17, 2025 By: Ryan T. Gosney
Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.