What changed in this filing

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Item 1. Business

2026-02-02 compared with 2025-02-06 · 140 added, 107 removed, 226 unchanged (52% of the section changed)

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 (“E&P”) companies.

We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, 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.

The Company, together with its subsidiaries, is a leading integrated energy services and technology company, and one of the largest providers of innovative completions services and related technologies to onshore oil, natural gas, and enhanced geothermal exploration and production (“E&P”) companies.

We offer customers completions services, which include hydraulic fracturing together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, 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.

Our areas of operations are in all of the most active shale basins in North America, including the Permian Basin, the Williston Basin, the Haynesville Shale, the Eagle Ford Shale, the Denver-Julesburg Basin (the “DJ Basin”), the Western Canadian Sedimentary Basin, the Powder River Basin, and the Appalachian Basin (Marcellus Shale and Utica Shale).

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The breadth of our operational footprint provides us an opportunity to leverage our fixed costs and to efficiently reposition our equipment in response to customer requirements.

We also own and operate Liberty Power Innovations LLC (“LPI”), providing advanced distributed power and energy storage solutions, serving the commercial and industrial, data center, energy and mining industries.

LPI was formed with the initial focus on supporting Liberty’s transition towards our next generation digiFleets℠ and dual fuel fleets, by providing consistent and reliable power generation solutions and natural gas fueling services, which are critical to maintaining highly efficient well site operations.

In January 2025, we announced LPI’s expansion into the distributed power business.

On March 3, 2025, we completed the acquisition of IMG Energy Solutions (“the IMG Acquisition”), a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received.

The IMG Acquisition augmented our portfolio with advanced engineering, design, and development capabilities for the development of power systems, enhanced software control systems, power marketing and utility interconnection experience, and operations and maintenance experience.

During 2025, LPI was primarily focused on the planning and development of our power service platform to pursue projects supporting the power demand created by new data center development and other commercial and industrial applications.

LPI is in the process of expanding market awareness of its integrated power and fuel solutions offering, developing engineered solutions, and ordering equipment and long-lead time items for these expected projects.

LPI also expanded its natural gas fueling services to support larger scale distributed power installations.

Areas of North American Operations

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These fractures release trapped hydrocarbon particles and provide a conductive channel for the oil or natural gas to flow freely to the wellbore for collection.

The propping agent, or proppant, typically sand, becomes lodged in the cracks created by the hydraulic

fracturing process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well.

The propping agent, or proppant, typically sand, becomes lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well.

The fracturing fluid is engineered to lose viscosity, or “break,” and is subsequently flowed back from the formation, leaving the proppant suspended in the formation fractures.

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We also operate two sand mines that allows us to vertically integrate our supply-chain in the Permian Basin.

The mines provide sand to Liberty hydraulic fracturing fleets as well as to third parties.

The mines provide sand to Liberty fleets as well as to third parties.

With a secured supply of regional sand in the basin, we reduce our dependency on other providers and any downtime that could result from sand supply issues.

We are a leading provider of last-mile proppant delivery solutions, including proppant handling equipment and logistics software across North America.

We offer innovative environmentally friendly technology with optimized dry and wet sand containers and wellsite proppant handling equipment that drive logistics efficiency and reduce noise and emissions.

We offer innovative environmentally friendly technology with optimized dry and wet sand

containers and wellsite proppant handling equipment that drive logistics efficiency and reduce noise and emissions.

We believe that our wet sand handling technology is a key enabler of the next step of cost and emissions reductions in the proppant industry.

We also offer customers the latest real-time logistics software, PropConnect™, as a hosted software as a service.

We also own and operate Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications.

On April 6, 2023, LPI expanded its footprint with the acquisition of Siren Energy & Logistics, LLC (“Siren” and such acquisition, the “Siren Acquisition”), a Permian focused integrated natural gas compression and CNG delivery business that we have since expanded to other basins.

LPI provides CNG supply, field gas processing and treating, and well site fueling and logistics.

LPI was formed with the initial focus on supporting Liberty’s transition towards our next generation digiFleets℠ and dual fuel fleets, by providing consistent and reliable CNG fueling services, which are critical to maintaining highly efficient well site operations.

Through 2024, LPI was primarily focused on supporting an industry transition to natural gas fueled technologies, serving as a key enabler of the next step of cost and emissions reductions in the oilfield.

In January 2025, we announced LPI’s expansion into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac pumps into other areas inside and outside of the oilfield.

Our operations are organized into a single business segment, which consists of hydraulic fracturing services, including wireline, proppant delivery and goods, including our Permian Basin sand mines, and natural gas compression and delivery, and we have one reportable geographical segment, North America.

Our operations are organized into a single business segment, which consists of completions services, including hydraulic fracturing, wireline, proppant delivery and goods, including our Permian Basin sand mines, and natural gas compression and delivery, and we have one reportable geographical segment, North America.

We have grown from one active hydraulic fracturing fleet as of December 2011 to approximately 40 active fleets as of December 31, 2025.

We are focused on providing “next-generation” frac fleets and technologies to assist our customers with completing their wells in an efficient and responsible manner.

Our founders and management are pioneers in the development of data-driven hydraulic fracturing technologies for application in shale plays.

Our founders and management are pioneers in the development of data-driven completions technologies for application in shale plays.

Prior to founding the Company, several members of the senior executive management team founded and built Pinnacle Technologies, Inc.

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These technologies include hydraulic fracture propagation models, reservoir engineering tools, large, proprietary shale production databases and multi-variable statistical analysis techniques.

Taken together, these technologies have enabled us to be a leader in hydraulic fracture design innovation and application.

Taken together, these technologies have enabled us to be a leader in completions design innovation and application.

Our management team has an average of over 20 years of energy services experience.

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(i) our databases of U.S.

unconventional wells to which we apply our

proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization;

unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization;

(ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets;

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(v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO 2e emission profile than the Tier IV DGB;

(vi) our wet sand handling technology which eliminates the need to dry sand, enabling the deployment of mobile mines nearer to wellsites;

and (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield.

In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity throughout the year to better service our customers.

(vi) our wet sand handling technology and piped sand slurry solution which eliminate the need to dry sand, enabling the deployment of mobile mines nearer to wellsites;

(vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield;

and (viii) a suite of internally developed software solutions incorporating advanced analytics to support operations, maintenance and logistics management.

In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity during completions services jobs to better serve our customers.

In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.

LPI’s technology platform for distributed power generation includes (a) the Forte SM solution, which uses a modular, standardized construction approach for generation sites to reduce the risk of project execution, (b) the Tempo SM power quality management system to manage high-amplitude, cyclical load variations associated with artificial intelligence workloads and (c) when a grid interconnection is requested by the customer and available, the Chorus SM solution to optimize power costs through the use of a mix of co-located generation and grid power.

Recent Leadership Updates

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Also, on February 3, 2025, in accordance with the Company’s succession plan, the Board appointed William Kimble as the non-executive Chairman of the Board and Ron Gusek as the Company’s Chief Executive Officer and Director.

Lastly, on January 22, 2025, the Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.

On January 22, 2025, our board of directors (the “Board”) approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.

Additionally, on August 26, 2025, Audrey Robertson resigned from the Board and was subsequently confirmed to the position of Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy.

On October 16, 2025, the Board appointed Ms.

Alice Yake to the vacancy created by Ms.

Robertson ’ s resignation.

Focused on Continuous Improvement

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This deployment also included mobile generation units to provide the needed electricity to power our digiFrac pumps in remote locations.

• In 2024, the Bettering Human Lives Foundation, a non-profit organization dedicated to improving the well-being of communities worldwide with an early focus on promoting clean cooking solutions, supported two companies in Kenya

and Ghana to convert schools from burning firewood to liquid petroleum gas.

During 2024, we made charitable contributions of $0.9 million to the Bettering Human Lives Foundation.

• In 2024, the Company established the Bettering Human Lives Foundation, a non-profit organization dedicated to improving the well-being of communities worldwide with an early focus on promoting clean cooking solutions, supporting entrepreneurs in Sub-Saharan Africa to convert homes and schools from burning firewood to liquid petroleum gas.

During 2025 and 2024, we made charitable contributions of $0.9 million and $0.9 million, respectively, to the Bettering Human Lives Foundation.

• The third edition of Liberty’s Bettering Human Lives report, emphasizing energy’s central role in human lives, was released in February 2024.

Over 30,000 copies of the report have been distributed worldwide to date.

• In January 2025, we announced LPI’s expansion into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac pumps into other areas inside and outside of the oilfield.

• In January 2025, we expanded our LPI power as a service business with the Forte℠ integrated power generation solution, Tempo℠ power quality system, and Chorus℠ potential grid integration offering to optimize power costs for our customers.

• In January 2026, we announced the following key developments relating to LPI’s distributed power business:

◦ We signed an agreement with Vantage Data Centers to develop and deliver at least one gigawatt (GW) of power solutions to support Vantage data center projects for hyperscale end users, which is supported by a firm reservation of 400 megawatts (MW) of generation capacity to be delivered during 2027.

◦ We entered into a power reservation and preliminary energy services agreement with another leading data center developer for a 330 MW data center expansion in Texas.

The project is expected to begin operations in two phases with the first half online during the fourth quarter of 2027 and the second half online in the second quarter of 2028.

This agreement defines the economic terms of the expected final contract for the project as well as the construction schedule, cost recovery and termination payment provisions in the event the final contract is not executed.

◦ We announced our plan to deploy approximately 3 GW of power projects by 2029 that will generate revenue for us during that year.

Furthermore, we are continuously committed to engagement in our communities.

We provide K-12 scholarships to low-income children through Alliance for Choice in Education, and we proudly fund a Liberty Scholars program at Montana Technological University to enable lower-income students to obtain a college education.

In total, over 100 students received Liberty scholarships across the U.S.

and Canada in 2024.

In addition to our educational initiatives, we have targeted outreach to organizations focused on veterans, poverty abatement, low-income housing, criminal justice reform, and job opportunities for those who had a disadvantaged start in life.

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In 2021, we launched Love, Liberty, our corporate matching program, to double our impact and encourage our employees to get involved in their communities.

In 2024, Liberty processed over 200 match requests to nearly 50 different organizations, totaling nearly $40,000 in matching contributions.

Cyclical Nature of Industry

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Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’ annual drilling and completion capital expenditure budgets.

Our most notable declines typically occur in the fourth quarter of the year for the reasons described above.

Additionally, some of the areas in which we have operations, including Canada, the DJ Basin, Powder River Basin and Williston Basin, are adversely affected by seasonal weather conditions, primarily in the winter and spring.

Additionally, some of the areas in which we have operations, including Canada, the DJ Basin, Powder River Basin and Williston Basin, can be adversely affected by seasonal weather conditions, primarily in the winter and spring.

During periods of heavy snow, ice, rain, or frost, and related road restrictions, we may be unable to move our equipment between locations, thereby reducing our ability to provide services and generate revenues.

The exploration activities of our customers may also be affected during such periods of adverse weather conditions.

Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water.

Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water which is necessary to support completions operations.

Intellectual Property

Over the last several years and in connection with the acquisition of Siren, and others in prior periods, we have significantly invested in our research and technology capabilities.

Over the last several years and in connection with the IMG Acquisition, and others in prior periods, we have significantly invested in our research and technology capabilities.

Our efforts to date have been focused on developing innovative, fit-for-purpose solutions designed to enhance our core service offerings, increase completion efficiencies, provide cost savings to our operations and add value for our customers.

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We utilize these databases to perform multi-variable statistical analysis that generates differential insight into fracture design optimization to enhance our customers’ production economics.

Our emphasis on data analytics is also deployed during job execution through the use of real-time feedback on variables that maximizes customer returns by improving cost-effective hydraulic fracturing operations.

Today, we hold approximately 500 patents and patent licenses relating to our engineering and technology solutions.

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We believe we have good relations with our employees and that one of our key competitive advantages is our people.

Our highly trained, experienced and motivated employees are critical to delivering our hydraulic fracturing services.

Our highly trained, experienced and motivated employees are critical to delivering our hydraulic fracturing services and supporting our entry into the distributed power business.

Taking care of our employees is one of our top priorities, and we continually invest in hiring, training and retaining the employees we believe to be the best in our field.

We consistently assess the current business environment and labor market to refine our compensation and benefits programs in order to attract and retain top talent in our industry.

We strive to promote from within our existing employee base to manage new hydraulic fracturing fleets and organically grow our operating expertise.

We strive to promote from within our existing employee base to manage new fleets and organically grow our operating expertise.

This organic growth is essential in achieving the expertise and level of customer service we strive to provide each of our customers.

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Governmental Regulation and Climate Change

As a company with operations primarily in the United States and Canada, we are subject to the laws of both jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among those jurisdictions.

As a company with operations primarily in the United States and Canada, as well as smaller operations in Australia, we are subject to the laws of all jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among those jurisdictions.

Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods.

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The EPA’s community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state statutes also require maintenance of information about hazardous materials used or produced in operations and provision of this information to employees, state and local government authorities, and citizens.

We are also subject to OSHA’s regulatory standard for respirable crystalline silica, which provides measures to protect workers in hydraulic fracturing operations from exposure to this chemical including limiting exposure to airborne respirable crystalline silica in excess of a specified limit.

We are also subject to OSHA’s regulatory standard for respirable crystalline silica, which provides measures to protect workers in completions operations from exposure to this chemical including limiting exposure to airborne respirable crystalline silica in excess of a specified limit.

Additionally, the Federal Motor Carrier Safety Administration (the “FMCSA”) regulates and provides safety oversight of commercial motor vehicles, the EPA establishes requirements to protect human health and the environment, the federal Bureau of Alcohol, Tobacco, Firearms and Explosives establishes requirements for the safe use and storage of explosives, and the federal Nuclear Regulatory Commission establishes requirements for the protection against ionizing radiation.

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The discharge of pollutants into regulated waters, including jurisdictional wetlands, is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency.

To the extent the agencies expanding the range of properties subject to the Clean Water Act’s jurisdiction or impose more stringent requirements on discharges of wastewater, certain energy companies could face increased costs and delays with respect to obtaining permits, including for the discharge of dredge and fill activities in waters of the U.S.

To the extent the agencies expand the range of properties subject to the Clean Water Act’s jurisdiction or impose more stringent requirements on discharges of wastewater, certain energy companies could face increased costs and delays with respect to obtaining permits, including for the discharge of dredge and fill activities in waters of the U.S.

or wetland areas, which in turn could reduce demand for our services.

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These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements, utilize specific equipment or technologies to control emissions of certain pollutants or prohibit certain types of emissions management practices.

In recent years, the CAA has been used to impose additional stringent requirements upon oil and gas production operations.

While many of these rules may not be directly applicable to our business, they are applicable to the business of our customers.

Promulgation of stricter permitting or emission control requirements could delay or impair our or our customers’ ability to obtain air emission permits, to develop new wells and to continue to operate existing wells, and result in fewer wells being drilled or redeveloped, causing a decrease in demand for our services.

Further, the CAA imposes stringent requirements for stationary engine emissions performance including engines to be used in our distributed power solutions services.

Additionally, in recent years, the CAA has been used to impose additional requirements on oil and gas production operations.

While many of the rules impacting oil and gas production operations may not be directly applicable to our business, they are applicable to the business of our customers.

Promulgation of stricter permitting or emission control requirements could delay or impair our or our customers’ ability to obtain air emission permits, causing a decrease in demand for our services.

Federal and state regulatory agencies can impose administrative, civil, and criminal penalties, as well as injunctive relief, for non-compliance with air permits or other requirements of the CAA and associated state laws and regulations.

Climate Change

The EPA has determined that emissions of greenhouse gases, including carbon dioxide and methane, present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.

The EPA previously determined that emissions of greenhouse gases, including carbon dioxide and methane, present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.

This determination, known as the Endangerment Finding, may be rescinded by the Trump Administration.

On August 1, 2025, the EPA proposed amendments to the rule that would rescind the Endangerment Finding.

While the rule has not yet been finalized, if finalized in its proposed form, it may trigger the EPA to revisit regulations of greenhouse gases.

The EPA has established greenhouse gas emissions reporting requirements for sources in the oil and gas sector and has also promulgated rules requiring certain large stationary sources of greenhouse gases to obtain preconstruction permits under the CAA and follow “best available control technology” requirements.

Although we are not likely to become subject to greenhouse gas emissions permitting and best available control technology requirements because none of our facilities are presently major sources of greenhouse gas emissions, such requirements could become applicable to our customers.

Notably, on September 16, 2025, the EPA proposed to reconsider the Greenhouse Gas Reporting Program and remove reporting obligations for most source categories, including petroleum and natural gas systems, but has not yet finalized the rule.

In addition, the EPA has used the CAA to impose additional greenhouse gas emissions control requirements upon our customers.

Furthermore, the Inflation Reduction Act (“IRA 2022”) imposes a methane emissions charge on certain emissions from specific classes of sources that are required to report their greenhouse gas emissions, which began in calendar year 2024.

This fee as well as additional requirements on greenhouse gas emissions from our customers could have an adverse effect on their costs of operations or financial performance, thereby adversely affecting our business, financial condition, and results of operations.

However, in March of 2025, Congress used the Congressional Review Act to disapprove of the EPA’s regulation implementing the methane charge but did not repeal the statute creating the charge, leading to confusion about how the charge should be calculated or paid.

This fee as well as confusion about how the fee is calculated and paid and additional requirements on greenhouse gas emissions from our customers could have an adverse effect on their costs of operations or financial performance, thereby adversely affecting our business, financial condition, and results of operations.

Also, the U.S.

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Hydraulic Fracturing

Our business is clearly dependent on hydraulic fracturing and horizontal drilling activities.

As further described herein, hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations, including shale.

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There is considerable legislative and regulatory focus on the emissions of methane, which may be released during hydraulic fracturing, chemicals used in the hydraulic fracturing process, the discharge of wastewater from hydraulic fracturing operations and concerns about the triggering of seismic activity by the injection of produced waters into underground wells.

The adoption of new or revised legislation or regulation could make it significantly more difficult and/or costly to drill and operate oil and gas wells.

The adoption of new or revised legislation or regulations could make it more difficult and/or costly to drill and operate oil and gas wells.

If adopted, such legislation or regulation could result in a decline in the completion of new oil and gas wells or the recompletion of existing wells, which could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the demand for our services.

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Further, some states, counties, and municipalities are closely examining water use issues, such as permit and disposal options for processed water, which could have a material adverse impact on our financial condition, prospects, and results of operations if such additional permitting requirements are imposed upon our industry.

If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could reduce demand for our business by making it more difficult or costly for certain customers to perform fracturing to stimulate production from tight formations.

If new laws or regulations that adversely impact hydraulic fracturing are adopted, such laws or regulations could reduce customer demand for our business by making it more difficult or costly to perform fracturing to stimulate production from tight formations.

National Environmental Policy Act

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In the course of such evaluations, an agency will evaluate the potential direct, indirect, and cumulative impacts of a proposed project and, if necessary, will prepare a detailed Environmental Impact Statement that must be made available for public review and comment.

The various regulations issued under NEPA are in the process of being revisited and revised by the Trump administration.

In 2025, the Council on Environmental Quality rescinded its overarching NEPA regulations and directed agencies to update their own NEPA regulations.

To the extent that our customers’ current activities, as well as proposed plans, on federal lands require governmental permits that are subject to the requirements of NEPA, this process has the potential to delay or impose additional conditions upon the development of oil and natural gas projects which in turn could reduce demand for our services.

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If we or our customers were to have areas within our respective operations designated as critical or suitable habitat for a protected species, it could decrease demand for our services and have a material adverse effect on our business.

Utility-Scale Integrated Power Solutions

We plan to provide utility-scale power generation solutions for data centers, industrial customers and other consumers with utility-scale power demand.

Our power solutions consist of natural gas-fueled power generation to provide resiliency and optimize the power consumer’s power needs.

In owning or operating generation we will be subject to the requirements of the applicable Regional Transmission Organization or Independent System Operator, which will have different requirements for generation capabilities both with respect to the construction and the operation of the power generation.

As discussed in further detail below, the Federal Energy Regulatory Commission (“FERC”) and, with respect to the Electric Reliability Council of Texas, Inc.

(“ERCOT”) power region, the Public Utility Commission of Texas (“PUCT”) may make changes to regulation that negatively impacts our ability to maximize the value of the generating asset, make sales to prospective customers, including end-users, access the transmission system, or increases the cost of any of the above.

State laws or regulations of state utility

commissions may limit our ability to make sales to prospective customers or increase the cost to do so.

As owners and operators of generation we may become subject to regulation as a Generation Owner or Generation Operator by the North American Electric Reliability Corporation (“NERC”) which would result in additional standards, reporting, inspection and regulation being applicable to us.

FERC Jurisdiction

The Federal Power Act (“FPA”) grants the federal government broad authority over electric utilities and independent power producers, and vests its authority in the FERC.

Unless otherwise exempt, any person that owns or operates facilities used for the wholesale sale or transmission of power in interstate commerce is a public utility subject to FERC’s jurisdiction.

The FERC governs, among other things, the disposition of certain utility property, the issuance of securities by public utilities, the rates, the terms and conditions for the transmission or wholesale sale of power in interstate commerce, the interlocking directorates, and the uniform system of accounts and reporting requirements for public utilities.

The FERC has civil penalty authority over violations of any provision of Part II of the FPA, as well as any rule or order issued thereunder.

The FERC is authorized to assess a maximum civil penalty of approximately $1.6 million per violation for each day that the violation continues.

The FPA also provides for the assessment of criminal fines and imprisonment for violations under Part II of the FPA.

This penalty authority was enhanced in the Energy Policy Act of 2005 (“EPAct 2005”).

Pursuant to EPAct 2005, the NERC has been certified by the FERC as the Electric Reliability Organization to develop and enforce reliability standards and critical infrastructure protection standards, which protect the bulk power system against potential disruptions from cyber and physical security breaches.

The NERC standards are applicable throughout the U.S.

and are subject to FERC review and approval.

FERC-approved reliability standards may be enforced by the FERC independently, or, alternatively, by the NERC and the regional reliability organizations with frontline responsibility for auditing, investigating and otherwise ensuring compliance with reliability standards, subject to the FERC’s oversight.

The critical infrastructure protection standards focus on controlling access to critical physical and cybersecurity assets, including supervisory control and data acquisition systems for the electric grid.

Compliance with these standards is mandatory.

Monetary penalties may be assessed for violations of the reliability and critical infrastructure protection standards.

State Regulation of Power

State Public Utility Commissions, or PUC(s), have historically had broad authority to regulate both the rates charged by, and the financial activities of, electric utilities operating in their states and to promulgate regulation for implementation of Public Utility Regulatory Policies Act.

States may assert jurisdiction over the siting and construction of power generating facilities including qualified facilities and exempt wholesale generators.

State PUCs also maintain extensive control over the procurement of wholesale power by the utilities that they regulate.

State PUCs have the ability to set policies that either enhance or limit customer choice.

Each state that has adopted retail electric choice creates its own laws, regulations and compliance requirements which evolve over time and could impact our ability to maintain or expand retail operations.

The PUCT has jurisdiction over utility providers in Texas, including ERCOT, implementing legislation and enforcing market rules related to reliability and high-quality infrastructure.

Through rate regulation and consumer assistance, the PUCT is focused on consumer protection and ensuring competitive markets.

The PUCT exercises regulatory jurisdiction over the rates and services of any electric utility conducting business within Texas.

ERCOT manages approximately 90% of Texas’ load and an electric grid covering about 85% of the state, operating Texas’ competitive wholesale and retail power markets.

FERC does not regulate wholesale sales of power in ERCOT.

ERCOT ensures resource adequacy through an energy-only model.

In ERCOT, there are market offer price caps for energy and capacity services purchased by ERCOT, either of which may be in effect at any given time.

In late 2025, the PUCT approved Real-Time Co-optimization plus Batteries (“RTC+B”) program, which is designed to more efficiently dispatch the ERCOT system.

The RTC+B program is expected to impact both the pricing and the dispatch of generation in the ERCOT market.

These changes also affect the shape of the new ancillary service demand curves.

Canadian Laws and Regulations

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For example, in Alberta, provincial legislation potentially applicable to our Canadian operations includes the Environmental Protection and

Enhancement Act , RSA 2000, e E-12.

This Act promotes the protection, enhancement and wise use of the environment, and deals with matters such as air emissions, water discharges, and the handling of hazardous substances and waste control (for example, under the Waste Control Regulation , Alta Reg 192/1996).

Enhancement Act , RSA 2000, e E-12, and in British Columbia, the Environmental Management Act , SBC 2003, c 53.3 .

These Acts promote the protection, enhancement and wise use of the environment, and deals with matters such as air emissions, water discharges, and the handling of hazardous substances and waste control (for example, under the Waste Control Regulation , Alta Reg 192/1996 (Alberta) or the Oil and Gas Waste Regulation , BC Reg 254/2005 (British Columbia)).

Other environmental legislation in the Province that applies to energy service companies includes:

the Water Act, RSA 2000, c W-3 and associated regulations, under which companies must apply for a license for any water use;

and the Wildlife Act, RSA 2000, c W-10 which provides for the protection and conservation of wild animals and endangered species in Alberta.

the Water Act, RSA 2000, c W-3 (Alberta) or the Water Sustainability Act , SBC 2014, c 15 (British Columbia) and associated regulations, under which companies must apply for a license for any water use;

and the Wildlife Act, RSA 2000, c W-10 (Alberta) or the Wildlife Act , RSBC 1996, c 488 (British Columbia) which provides for the protection and conservation of wild animals and endangered species.

Other potentially applicable provincial legislation in Alberta includes legislation directed at the transportation of dangerous goods, including oil (the Dangerous Goods Transportation and Handling Act , RSA 2000, c D-4 and associated regulations), legislation intended to provide for the responsible management of oil wells and associated sites, including remediation responsibilities (the Oil and Gas Conservation Act , RSA 2000, c O-6 and associated regulations), legislation establishing regulatory bodies overseeing oil and gas and electricity in Alberta (the Responsible Energy Development Act , SA 2012, c R-17.3 and the Alberta Utilities Commission Act , SA 2007, c A-37.2), legislation governing the removal of gas or propane from Alberta (the Gas Resources Preservation Act , RSA 2000, c G-4), legislation to effect conservation and prevent waste of the oil sands resource in Alberta (the Oil Sands Conservation Act , RSA 2000, c O-7), and legislation governing worker safety (the Occupational Health and Safety Act , SA 2020, c O-2.2).

The Alberta Energy Regulator has a number of directives that are applicable to energy services companies, such as Directive 050, updated in November 2024, which addresses salinity ranges for soils that can receive drilling wastes, Directive 058, updated in October 2022, which sets out regulatory requirements for the handling, treatment, and disposal of upstream oilfield waste, and Directive 083, updated in November 2024, which sets out the requirements for managing subsurface integrity associated with hydraulic fracturing, including seismic monitoring in certain areas of Alberta.

The Alberta Energy Regulator has a number of directives that are applicable to energy services companies, such as Directive 050, updated in November 2024, which addresses salinity ranges for soils that can receive drilling wastes, Directive 058, updated in February 2025, which sets out regulatory requirements for the handling, treatment, and disposal of upstream oilfield waste, and Directive 083, updated in November 2024, which sets out the requirements for managing subsurface integrity associated with hydraulic fracturing, including seismic monitoring in certain areas of Alberta.

Other provinces in Canada have their own statutory regime applicable to oilfield service companies.

Additional applicable provincial legislation in British Columbia may include legislation governing oil and gas related activities (the Energy Resource Activities Act , SBC 2008, c 36) and associated regulations (including the Drilling and Production Regulation, BC Reg 282/2010 for regulations applicable to drilling operations, and the Environmental Protection and Management Regulation , BC Reg 200/2010, regulating environmental matters specific to the oil and gas industry), legislation governing oil and gas tenures (the Petroleum and Natural Gas Act , RSBC 1996, c 361 and associated regulations) legislation to facilitate the protection of heritage sites and objects (the Heritage Conservation Act, RSBC 1996, c 187), and legislation overseeing the transportation of dangerous goods, including oil (the Transport of Dangerous Goods Act , RSBC 1996, c 458 and associated regulations).

Other statutory instruments in British Columbia may alter regulatory processes for energy service companies, for example, orders made pursuant to legislation that mandate the consideration of cumulative impacts on treaty rights for oil and gas related activities in northeastern British Columbia (the Northeast District Cumulative Impacts (Treaty 8) Order in Council No.

255 made pursuant to the Environment and Land Use Act , RSBC 1996, c 117).

On August 7, 2025, the British Columbia Supreme Court held in Cowichan Tribes v Canada (Attorney General) , 2025 BCSC 1490 that the sections of the Land Title Act, RSBC 1996, c 250 that guarantee indefeasible title do not apply to lands subject to Aboriginal title.

To the extent that our customers own or lease property outside of areas covered by treaty, title to those lands may be in question and could reduce demand for our services.

Federal Legislation

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The federal environmental assessment legislation, the Impact Assessment Act , SC 2019, c 28, s1, governs approvals for federally regulated projects and was amended in June 2024.

Our corporate headquarters are located at 950 17 th Street, Suite 2400, Denver, Colorado 80202.

We lease our general office space at our corporate headquarters.

The lease expires in December 2027.

We currently own or lease the following additional principal properties:

District Facility Location Size Leased or Owned

Midland, TX 90,000 sq.

ft on 35 acres Owned

Midland, TX 70,000 sq.

ft on 12 acres Owned

Midland, TX 14,000 sq.

ft on 22 acres Owned

Odessa, TX 77,500 sq.

ft on 48 acres Owned

Cibolo, TX 90,000 sq.

ft on 34 acres Owned

Kermit, TX 5,000 acres Owned

Monahans, TX 3,200 acres Owned

Magnolia, TX 63,350 sq.

ft Leased (through May 31, 2031)

Magnolia, TX 29,402 sq.

ft Leased (through December 31, 2026)

Orla, TX 4 acres Leased

Shreveport, LA 215,000 sq ft.

on 45 acres Owned

Cheyenne, WY 115,000 sq.

ft on 60 acres Owned

Henderson, CO 50,000 sq.

ft on 13 acres Leased (through December 31, 2034)

Henderson, CO 96,582 sq.

ft on 12 acres Owned

Briggsdale, CO 7 acres Leased

Williston, ND 55,000 sq.

ft on 50 acres Owned

Vernal, UT 30,901 sq.

ft on 10 acres Leased (through September 30, 2025)

El Reno, OK 80,000 sq.

ft on 33 acres Owned

Red Deer, AB 170,000 sq.

ft on 42 acres Owned

Grand Prairie, AB 135,000 sq.

ft on 40 acres Owned

We also lease several smaller facilities, which leases generally have terms of one to six years.

Legislation Regarding Implementation of the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”)

UNDRIP is an aspirational human rights document that establishes a framework for the survival, dignity, and well-being of Indigenous peoples globally.

In 2016, Canada endorsed UNDRIP without qualification.

UNDRIP itself does not have the force

of law in Canada.

However, Canada has enacted federal legislation to create a framework for the implementation of UNDRIP in Canada ( United Nations Declaration on the Rights of Indigenous Peoples Act , SC 2021, c 14).

British Columbia has also enacted legislation for the implementation of UNDRIP provincially ( Declaration on the Rights of Indigenous Peoples Act , SBC 2019, c 44 (“ DRIPA ”)).

In December 2025, the British Columbia Court of Appeal released its decision in Gitxaala v.

British Columbia (Chief Gold Commissioner) , 2025 BCCA 430.

The British Columbia Court of Appeal held that by operation of DRIPA , combined with British Columbia’s Interpretation Act , RSBC 1996, c 238, provincial legislation must be interpreted to be consistent with UNDRIP.

This decision may create regulatory uncertainty for our operations in British Columbia, as it is unclear how certain provincial legislation that we operate under will be interpreted to be consistent with UNDRIP.

We own or lease numerous properties including corporate offices, maintenance facilities and warehouses, manufacturing facilities, technology centers and two sand mines in the basins in which we operate in North America and Australia.

None of our owned properties have any material encumbrances.

We believe that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers.

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For the years ended December 31, 2025, 2024 and 2023, our top five customers collectively accounted for approximatel y 39% , 43%, and 34% of our revenues, respectively.

For the year ended December 31, 2025, Occidental Petroleum Corporation and XTO Energy Inc.

accounted for more than 10% of consolidated revenues.

For the year ended December 31, 2024, Occidental Petroleum Corporation accounted for more than 10% of consolidated revenues.

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

For the year ended December 31, 2023, no customers accounted for more than 10% of consolidated revenues.

Suppliers and Raw Materials

We have a dedicated supply chain team that manages sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across our areas of operation.

We have built long-term relationships with multiple industry leading suppliers of proppant, chemicals and hydraulic fracturing equipment and have started to internally design and assemble key pump and maintenance parts.

In addition, we have built a strong relationship with the assemblers of our custom-designed hydraulic fracturing fleets and believe we will continue to have timely access to new, high capability fleets as we continue to grow.

In 2018, we vertically integrated a supplier of certain major components through the acquisition of ST9 Gas and Oil LLC, which subsequently changed its name to Liberty Advanced Equipment Technologies LLC, and now provides engineering design and packaging for certain equipment used in our operations.

We have built long-term relationships with multiple industry leading suppliers of proppant, chemicals, and hydraulic fracturing and power generations equipment.

In addition, we have built strong relationships with the manufacturers and assemblers of our custom-designed hydraulic fracturing fleets and power generation equipment and believe we will continue to have timely access to new, high capability equipment as we continue to grow.

Liberty Advanced Equipment Technologies LLC provides engineering design, manufacturing, and packaging for certain equipment used in our operations.

In October 2021, we vertically integrated a supplier of our containerized sand and last mile proppant logistics solutions with the acquisition of Proppant Express Solutions LLC.

This, along with our two state-of-the-art sand mines in the Permian Basin, help us alleviate the risk of proppant supply shortages.

We purchase a wide variety of raw materials, parts and components that are manufactured and supplied for our operations.

We are not dependent on any single source of supply for those parts, supplies or materials.

To date, we have generally been able to obtain the equipment, parts and supplies necessary to support our operations, although we have experienced delivery delays and shortages on some items.

While we believe that we will be able to make satisfactory alternative arrangements in the event of any interruption in the supply of these materials and/or products by one of our suppliers, we may not always be able to do so.

In addition, certain materials for which we do not currently have long-term supply agreements could experience shortages and significant price increases in the future.

As a result, we may be unable to mitigate any future supply shortages and our results of operations, prospects and financial condition could be adversely affected.

We purchase a wide variety of raw materials, parts and components that are manufactured and supplied for our hydraulic fracturing and distributed power operations.

We are not dependent on any single source of supply for those parts and components, supplies or materials.

To date, we have generally been able to obtain the equipment, parts and components, and supplies necessary to support our operations.

The markets in which we operate are highly competitive.

We provide services in various geographic regions across the United States and Canada, and our competitors include many large and small oilfield service providers, including some of the largest integrated service companies.

We provide services in various geographic regions across the United States and Canada.

Competitors for our hydraulic fracturing and related services include many large and small oilfield service providers, including some of the largest integrated service companies.

Our hydraulic fracturing services compete with large, integrated companies such as Halliburton Company as well as other companies including Patterson-UTI Energy Inc.

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Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment.

We seek to differentiate ourselves from our competitors by delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment.

We seek to differentiate ourselves from our competitors by

delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment.

As we enter the distributed power business, our competitors may include utility provided grid power and multiple other distributed power providers.

We believe our experience, operating platform, technology and personnel position LPI to deliver differential power solutions.

Available Information

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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 1. Business