What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-02 compared with 2025-02-06 · 255 added, 243 removed, 934 unchanged (35% of the section changed)

7 unchanged sentences

Other Information

Rule 10b5-1 Plans

During the quarter ended December 31, 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).

16 unchanged sentences

INDEX TO EXHIBITS

2.1 Master Reorganization Agreement, dated as of January 11, 2018, by and among Liberty Oilfield Services Inc., Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, and the other parties named therein (2)

2.2 Master Transaction Agreement, dated as of August 31, 2020, by and among Schlumberger Technology Corporation, Schlumberger Canada Limited, Liberty Oilfield Services Holdings LLC, Liberty Canada Operations Inc.

and Liberty Oilfield Services Inc.

3.1 Amended and Restated Certificate of Incorporation of Liberty Oilfield Services Inc.

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation (13)

3.3 Second Amended and Restated Bylaws of Liberty Energy Inc., as amended effective January 24, 2023 (17)

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

3.2 Third Amended and Restated Bylaws of Liberty Energy Inc.

4.1 Description of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934.

5 unchanged sentences

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

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.

and Citibank, N.A., as Joint Lead Arrangers, Wells Fargo Bank, National Association, as Book Runner, JPMorgan Chase Bank, N.A.

and Citibank, N.A., as Syndication Agents, the lender parties thereto, Liberty Oilfield Services Holdings LLC, as Parent and Liberty Oilfield Services LLC and LOS Acquisition Co I LLC, each as a Borrower (1)

10.7 Amendment and Parent Joinder to Credit Agreement, dated January 17, 2018, by and among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services LLC, LOS Acquisition Co I LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (3)

10.8 Second Amendment and Parent Joinder to Credit Agreement, dated March 21, 2018, by and among Liberty Oilfield Services LLC, LOS Acquisition Co I LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

LOS Corp, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (3)

10.9 Third Amendment to Credit Agreement, dated May 29, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

LOS Corp, and Wells Fargo Bank, National Association as Administrative Agent, and the lenders signatory thereto (8)

10.10 Fourth Amendment to Credit Agreement, dated August 12, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

LOS Corp, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (9)

10.11 Consent and Fifth Amendment to Credit Agreement, dated December 29, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

LOS Corp, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, ST9 Gas and Oil LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (11)

10.12 Sixth Amendment to Credit Agreement and Second Amendment to Guaranty and Security Agreement, dated October 22, 2021, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New HoldCo LLC, R/C IV Non-U.S.

LOS Corp, LOS Solar Acquisition LLC, Freedom Proppant LLC, LOS Kermit LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, ST9 Gas and Oil LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (12)

10.13 Increase Joinder and Seventh Amendment to Credit Agreement, dated July 18, 2022, by and among Liberty Oilfield Services LLC, Liberty Energy Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

LOS Corp, Freedom Proppant LLC, LOS Kermit LLC, LOS Leasing Company LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, Proppant Express Solutions, LLC, ST9 Gas and Oil LLC, Well Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto.

10.14 Eighth Amendment to Credit Agreement, dated January 23, 2023, by and among Liberty Oilfield Services LLC, Liberty Energy Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S.

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)

10.6 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 +(13)

10.7 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 +(13)

10.8 Liberty Energy Services 401(k) Savings Plan (12)

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

(1) Incorporated by reference to the exhibits to the registrant’s Registration Statement on Form S-1, as amended (SEC File 333-216050).

(1) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on January 18, 2018.

(3) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on March 23, 2018.

(2) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2018.

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(5) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 27, 2020.

(8) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on June 3, 2020.

(9) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on October 30, 2020.

(10) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on September 1, 2020.

(6) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 24, 2021.

(7) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on October 28, 2021.

(13) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on April 21, 2022.

(14) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on July 22, 2022.

(8) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on April 25, 2022.

(16) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 22, 2022.

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

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

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

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(12) Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed on February 6, 2025.

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

* Filed herewith.

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† Denotes a management contract or compensatory plan or arrangement.

+ 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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Norton Director February 2, 2026

/s/ Audrey Robertson Director February 6, 2025

Audrey Robertson

/s/ Alice Yake Director February 2, 2026

Steinbeck Director February 2, 2026

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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 separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter 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.

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

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Possible indications 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, the Company evaluates its property and equipment for impairment by comparing undiscounted future cash flows expected to be generated over the life of the assets to the respective carrying amount.

If the carrying amount of the assets exceeds the undiscounted future cash flows, an analysis is performed to determine the fair 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.

If the carrying amount exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the assets.

We identified the evaluation of property and equipment for impairment triggering events as a critical audit matter.

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We have audited the internal control over financial reporting of Liberty Energy Inc.

(the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO .

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Accounts receivable—related party — 4,234

Unbilled revenue (including amounts from related parties of $ 0 and $ 13,379 , respectively)

185,210 188,940

Unbilled revenue 253,653 185,210

Inventories 188,125 203,469

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Operating lease right-of-use assets 64,983 73,322

Other assets (including amounts from related parties of $ 0 and $ 14,785 , respectively)

119,402 127,330

Other assets 147,858 119,402

Investment in Nomad Proppant Services LLC 8,050 10,674

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Current portion of payable pursuant to tax receivable agreements 7,888 40,776

Current portion of long-term debt 5,097 —

Current portion of finance lease liabilities 94,202 66,648

1 unchanged sentence

Total current liabilities 720,353 666,523

Long-term debt 190,500 140,000

Long-term debt, net of current portion and deferred financing costs of $ 73 and $ 0 , respectively

241,510 190,500

Deferred tax liability 195,602 137,728

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Operating costs and expenses:

Cost of services (exclusive of depreciation, depletion, and amortization shown separately below) 3,200,506 3,349,370 3,149,036

Costs of services (exclusive of depreciation, depletion, and amortization shown separately below) 3,168,109 3,200,506 3,349,370

General and administrative 247,436 225,474 221,406

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Depreciation, depletion, and amortization 500,332 505,050 421,514

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

Loss (gain) on disposal of assets, net 16,691 ( 5,337 ) ( 6,994 )

Total operating costs and expenses 3,933,408 3,925,693 3,987,349

1 unchanged sentence

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 )

(Gain) loss on remeasurement of liability under tax receivable agreements ( 147 ) 3,210 ( 1,817 )

Gain on investments, net ( 162,642 ) ( 49,227 ) —

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

2 unchanged sentences

Net income before income taxes 195,191 403,271 734,890

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

Income tax expense 47,319 87,261 178,482

Net income 147,872 316,010 556,408

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Balance—December 31, 2025 161,979 — $ 1,620 $ — $ 978,384 $ 1,112,747 $ ( 13,862 ) $ 2,078,889

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 (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ equity Non-controlling Interest Total Equity

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 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

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Depreciation, depletion, and amortization 500,332 505,050 421,514

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

Loss (gain) on disposal of assets, net 16,691 ( 5,337 ) ( 6,994 )

Stock-based compensation expense 41,922 32,412 33,026

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

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

Deferred income tax expense 54,784 33,844 120,312

Gain on investments, net ( 162,642 ) ( 49,227 ) —

Cash return on equity method investment 5,203 3,967 —

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

(Gain) loss on remeasurement of liability under tax receivable agreements ( 147 ) 3,210 ( 1,817 )

Other non-cash items, net 5,440 178 7,111

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Cash flows from investing activities:

Purchases of property and equipment and construction in-progress ( 651,034 ) ( 603,298 ) ( 451,905 )

Investment in sand logistics — — ( 7,415 )

Purchases of property and equipment, construction in-progress, and deposits on equipment ( 595,493 ) ( 651,034 ) ( 603,298 )

Investment in equity securities — ( 16,056 ) ( 20,283 )

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

Acquisition of IMG Energy Solutions (2025) and Siren Energy (2023), net of cash received ( 15,208 ) — ( 75,656 )

Sale of equity securities 150,972 — —

Proceeds from sales of assets 24,692 23,977 26,909

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Repayments of borrowings on line-of-credit ( 1,610,500 ) ( 2,187,500 ) ( 1,128,000 )

Proceeds from borrowings on term loan 16,680 — —

Repayments of borrowings on term loan — — ( 104,716 )

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Class A Common Stock dividends and dividend equivalents upon restricted stock vesting ( 54,478 ) ( 48,310 ) ( 37,684 )

Per unit distributions to non-controlling interest unitholders — — ( 13 )

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

Share repurchases, including related excise tax ( 24,882 ) ( 129,250 ) ( 203,100 )

5 unchanged sentences

( 167,545 ) ( 202,705 ) ( 349,315 )

Net (decrease) increase in cash and cash equivalents ( 16,444 ) ( 7,060 ) 23,938

Net increase (decrease) in cash and cash equivalents 7,016 ( 16,444 ) ( 7,060 )

Translation effect on cash 554 ( 356 ) 168

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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 (“E&P”) companies.

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.

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

We offer customers completions services, including hydraulic fracturing, 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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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.

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.

During the year ended December 31, 2025 and 2023 the company recorded provisions for credit losses of $ 0.6 million and $ 0.8 million respectively, related to certain customers’ inability to pay.

During the year ended December 31, 2024, the Company did not record an additional provision for credit losses.

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

Refer to “Credit Risk” within Note 9—Fair Value Measurements and Financial Instruments for additional disclosures required under ASU 2016-13.

Inventories consist of raw materials used in the hydraulic fracturing process, such as proppants, chemicals, and field service equipment maintenance parts and other and are stated at the lower of cost, determined using the weighted average cost method, or net realizable value.

Inventories are charged to cost of services as used when providing hydraulic fracturing services.

Inventories consist of raw materials used in the completions process, such as proppants, chemicals, and field service equipment maintenance parts and other and are stated at the lower of cost, determined using the weighted average cost method, or net realizable value.

Inventories are charged to cost of services as used when providing completions services.

Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation.

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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.

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.

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.

Impairment of long-lived assets

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.

The Company determined the lowest level of identifiable cash flows to be at the asset group, which is the aggregate of the Company’s hydraulic fracturing fleets that are in service.

The Company determined the lowest level of identifiable cash flows to be at the asset group, which is the aggregate of the Company’s hydraulic fracturing fleets and supporting completions equipment that are in service.

A long-lived asset is not recoverable if its carrying amount exceeds the sum of estimated undiscounted cash flows expected to result from the use and eventual disposition.

11 unchanged sentences

For purposes of assessing goodwill, the Company has one reporting unit.

No goodwill impairment was identified during the years ended December 31, 2024 and 2023.

No goodwill impairment was identified during the years ended December 31, 2025 and 2024 and 2023.

In accordance with ASC Topic 842, the Company determines if an arrangement is a lease at inception and evaluates identified leases for operating or finance lease treatment.

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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.

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

Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer The Company monitors its equity investments without readily determinable fair values to identify potential transactions that

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount.

Gains and losses resulting from changes in observable prices are recorded in 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.

1 unchanged sentence

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.

Equity method investments are monitored for other-than-temporary 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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If the Company experiences a change of control (as defined under the TRAs) or the TRAs otherwise terminate early, the Company’s obligations under the TRAs could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Share Repurchases

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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

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.

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.

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

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Transaction and Other Costs

During 2025, the Company incurred transaction and integration related costs in connection with the IMG 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 2024, the Company did not incur transaction and integration related costs.

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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, 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 .

Foreign Currency Translation

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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.

The Company adopted this guidance during the annual period ended December 31, 2024 and interim period ended March 31, 2025.

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

Recently Issued Accounting Standards

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Income Taxes:

4 unchanged sentences

The guidance is effective for annual periods beginning after December 15, 2024.

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.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The Company adopted this guidance during the most recent fiscal year.

See Note 12—Income Taxes for further detail.

Recently Issued Accounting Standards

Financial Instruments:

Credit Losses - Measurement of Credit Losses for Accounts Receivable

In July 2025, the FASB issued ASU No.

2025-05—Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The guidance is effective for annual periods beginning after December 15, 2025.

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

Internal-Use Software

In September 2025, the FASB issued ASU No.

2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software.

The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance.

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

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

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

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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

IMG Acquisition

On March 3, 2025, the Company completed the acquisition of IMG Energy Solutions, 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”).

The IMG Acquisition was accounted for under the acquisition method of accounting for business combinations.

Accordingly, the Company conducted assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred.

In connection with the IMG Acquisition, the Company recorded goodwill and intangible assets of $ 12.6 million, property and equipment of $ 5.1 million, other long-term assets of $ 1.8 million, and net working capital of 0.1 million.

Goodwill and intangible assets are recorded in other assets in the accompanying consolidated balance sheets.

Due to the immateriality of the IMG Acquisition, the related revenue and earnings, supplemental pro forma financial information, and detailed purchase price allocation are not disclosed.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

In accordance with Accounting Standards Codification (“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.

The IMG Acquisition closed on March 3, 2025 and the Company completed the purchase price allocation during the quarter ended June 30, 2025.

Siren Acquisition

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During the years ended December 31, 2025, 2024, and 2023, the lower of cost or net realizable value analysis resulted in the Company recording write-downs to the inventory carrying value of $ 3.8 million, $ 1.0 million, and $ 5.8 million, respectively.

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

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

LIBERTY ENERGY INC.

19 unchanged sentences

1,759,363 1,679,105

Construction in-progress N/A 211,893 156,594

Construction in-progress and deposits on equipment N/A 294,822 211,893

Property and equipment, net $ 2,054,185 $ 1,890,998

2 unchanged sentences

As of December 31, 2025 and December 31, 2024, 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, 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.

As of December 31, 2025, the Company classified $ 4.0 million of land and $ 12.7 million of buildings, net of accumulated depreciation, of three properties that it intends to sell within the next year, and that meet the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying consolidated balance sheets.

The Company estimates that the carrying values of the assets are less than the fair values less the estimated costs to sell and therefore no gain or loss was recorded during the twelve months ended December 31, 2025.

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

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.

6 unchanged sentences

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, 2025, and 2024 were as follows:

7 unchanged sentences

Total lease cost, net $ 124,498 $ 106,011

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Supplemental cash flow and other information related to leases for the years ended December 31, 2025 and 2024 were as follows:

32 unchanged sentences

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.

For vehicle leases that are

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

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

Lessor Arrangements

4 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, 2025 and 2024 were as follows:

14 unchanged sentences

$ 232,147 $ 206,713

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Debt consists of the following:

1 unchanged sentence

Revolving Line of Credit $ 230,000 $ 190,500

Term Loan Outstanding 16,680 —

Deferred financing costs ( 73 ) —

Total debt, net of deferred financing costs $ 246,607 $ 190,500

Current portion of long-term debt, net of discount $ 5,097 $ —

Long-term debt, net of discount and current portion 241,510 190,500

$ 246,607 $ 190,500

Effective July 24, 2025 (the “Agreement Date”), 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 (the “Borrowers”), and the Company, as parent guarantor, entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto (the “Credit Agreement”), which provides for, among other things, 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”).

Furthermore, also effective July 24, 2025, a portion of the proceeds from the Revolving Credit Facility were used to pay off the outstanding debt under the Company’s previous credit agreement for a revolving line of credit up to $ 525.0 million (the “ABL Facility”).

As of the Agreement Date, (i) the outstanding debt under the ABL Facility was repaid in full, (ii) the outstanding liabilities with respect to obligations under the 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.

Effective December 9, 2025, LOS Leasing Company LLC, as borrower, Liberty Energy Services LLC, as guarantor and permitted user, and LPI, as permitted user, entered into a Master Loan and Security Agreement with Caterpillar Financial Services Corporation (“Caterpillar” and such agreement, the “Caterpillar Agreement”).

The Caterpillar Agreement provides for term loans to finance costs incurred by LOS Leasing Company LLC in connection with the refurbishment of Caterpillar-manufactured equipment from authorized dealers of Caterpillar equipment.

Under the Caterpillar Agreement, LOS Leasing Company LLC and Caterpillar can enter into individual loan schedules (“Note”), which are non-revolving and may not be repaid and reborrowed.

Each Note is collateralized by specified units of the Company’s field services equipment, as documented in the applicable Note, will have a maturity date that is typically three years from the inception of the applicable Note, and interest rate that resets periodically based on the applicable base rate plus a spread.

Credit Agreement

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, as noted above.

As of December 31, 2025, the borrowing base was calculated to be $ 503.0 million, and the Company had $ 230.0 million outstanding in addition to letters of credit in the amount of $ 19.2 million, with $ 253.8 million of remaining availability.

Borrowings under the Revolving Credit Facility bear interest at Secured Overnight Financing Rate (“SOFR”) or a base rate, 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 leverage ratio, as defined in the Credit Agreement.

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

Borrowings as of December 31, 2025 incurred interest at a weighted average rate of 6.6 % under the Revolving Credit Facility.

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

The Credit Agreement is collateralized by substantially all of our accounts receivable and inventory and certain generator units and components to the extent included in the borrowing base.

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 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

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

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.

The Credit Agreement is subject to certain financial covenants, including maintaining a leverage ratio of not more than 3.5 to 1.0, and a senior leverage ratio of not more than 2.5 to 1.0, as defined in the Credit Agreement.

Furthermore, the Company is required to maintain a minimum fixed charge coverage ratio, as defined in the 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, 2025.

Caterpillar Agreement

The Caterpillar Agreement provides for LOS Leasing Company LLC and Caterpillar to enter into Notes, which are non-revolving and may not be repaid and reborrowed.

Each Note is collateralized by specified units of the Company’s field services equipment, as documented in the applicable Note, will have a maturity date that is typically three years from the inception of the applicable Note, and a floating interest rate that resets periodically based on the applicable base rate plus a spread.

As of December 31, 2025 the Company had $ 16.7 million outstanding under the Caterpillar Agreement with a maturity date of January 01, 2029 and interest rate of 6.6 %.

The net book value of assets pledged as collateral under this agreement totaled less than 5 % of the Company’s field service equipment as of December 31, 2025.

Retired Credit Facilities

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”).

The ABL Facility, allowed for up to $ 525.0 million to be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory.

Borrowings under the ABL Facility bore 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 average monthly unused commitment was subject to an unused commitment fee of 0.25 % to 0.375 %.

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

7 unchanged sentences

The Eighth ABL Amendment included an agreement from the Wells Fargo Bank, National Association, as administrative agent, to release its second priority liens and security interests on all collateral that served as first priority collateral under the Term Loan Facility, which was completed during the three months ended June 30, 2023.

Borrowings as of December 31, 2024 incurred interest at a weighted average rate of 6.8 % under the ABL Facility.

Effective July 24, 2025 the ABL Facility was repaid in full and all commitments released, see above for further discussion.

Additionally, on January 23, 2023, the Company borrowed $ 106.7 million on the ABL Facility and used the proceeds to pay off and terminate the Term Loan Facility.

1 unchanged sentence

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.

Term Loan Facility

2 unchanged sentences

See above for further discussion.

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, 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”).

Additionally, borrowings as of December 31, 2024 incurred interest at a weighted average rate of 6.8 %.

The average monthly unused commitment is subject to an unused commitment fee of 0.25 % to 0.375 %.

Interest and fees are payable in arrears at the end of each month, or, in the case of SOFR loans, at the end of each interest period.

The ABL Facility matures on January 23, 2028.

Borrowings under the ABL Facility are collateralized by accounts receivable and inventory, and further secured by the Company, as parent guarantor.

The ABL Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions.

Moreover, the ability of the Company to incur additional debt and to make distributions is dependent on maintaining a maximum leverage ratio.

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 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.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Maturities of debt are as follows:

1 unchanged sentence

Years Ending December 31,

Thereafter 230,000

Note 9— Fair Value Measurements and Financial Instruments

12 unchanged sentences

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

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.

Transfers occur at the end of the reporting period.

There were no material transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2025 and 2024.

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.

1 unchanged sentence

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on December 31, 2025 and 2024, 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 investments in equity securities with a readily determinable fair value were measured at fair value on December 31, 2025 based on quoted prices in active markets.

• The carrying value of investments in equity securities without a readily determinable fair value were measured at costs minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

• The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on December 31, 2025 and 2024, 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, 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 IMG Acquisition and 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.

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.

As of December 31, 2025 and December 31, 2024, the Company had three and no , respectively, properties that met the assets held for sale criteria.

During the year ended December 31, 2025, the Company sold no properties classified as held for sale.

During the year ended December 31, 2024, the Company sold two properties classified as held for sale resulting in a

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

nominal gain included as a component of loss (gain) on disposal of assets, net in the accompanying consolidated statements of operations.

The Company holds an equity investment in an entity without a readily determinable fair value, classified as Level 3 as the fair value is based on unobservable inputs.

The Company monitors its investment to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount.

During the year ended December 31, 2025, the Company recorded a gain of $ 14.4 million related to such observable price changes, recorded in gain on investments, net in accompanying consolidated statements of operations.

Recurring Measurements

6 unchanged sentences

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”).

As of December 31, 2025 and December 31, 2024, the fair value of the investment was estimated at $ 38.5 million and $ 51.6 million, respectively.

The change in Oklo’s fair value along with the sale of shares in the active market resulted in a gain of $ 137.8 million and $ 41.6 million during the years ended December 31, 2025 and 2024, respectively, included in gain on investments, net in the accompanying consolidated statements of operations.

Additionally, the Company sold shares valued at $ 151.0 million during the year ended December 31, 2025, included in sale of equity securities within the investing section in the accompanying consolidated statements of cash flows.

Additionally, during the three months ended December 31, 2023, the Company purchased $ 10.3 million of 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.

1 unchanged sentence

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.

As of December 31, 2025 and December 31, 2024 the fair value of the investment was estimated at $ 24.3 million and $ 18.8 million, respectively.

The change in Tamboran’s fair value resulted in a gain of $ 5.6 million and loss of $ 1.5 million during the years ended December 31, 2025 and December 31, 2024, respectively, included in 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.

As of December 31, 2025, customer A accounted for 16 % of total consolidated accounts receivable and unbilled revenue.

As of December 31, 2024, customer A and customer B accounted for 14 % and 10 %, 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.

During the year ended December 31, 2025, customer A and customer C accounted for 11 % and 11 %, respectively, of consolidated revenues.

During the years ended December 31, 2024, customer C accounted for 12 % of consolidated revenues.

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

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

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

As of December 31, 2025, the Company had $ 0.9 million in allowance for credit losses.

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.

As of December 31, 2024 and 2023, the Company had $ 0.8 million and $ 0.9 million, respectively, in allowance for credit losses and recorded a provision in 2024 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.

7 unchanged sentences

Allowance for credit losses, end of year $ 886 $ 848 $ 939

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Note 10— Equity

15 unchanged sentences

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.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Restricted Stock Units

8 unchanged sentences

Outstanding at December 31, 2025 2,874,601 $ 15.94

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Performance Restricted Stock Units

12 unchanged sentences

The Company recognized stock-based compensation expense of $ 41.9 million, $ 32.4 million, and $ 33.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-based compensation expense for the year ended December 31, 2025, includes $ 10.2 million of expense recognized related to the resignation of Christopher A.

Wright, the Company’s former Chief Executive Officer (“CEO”) upon confirmation as Secretary of Energy of the United States on February 3, 2025, included in general and administrative expenses in the accompanying consolidated statements of operations.

There was approximately $ 36.0 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of December 31, 2025.

The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of two years .

On October 18, 2022, the Company’s Board of Directors (the “Board”) reinstated quarterly dividends after they were suspended on April 2, 2020.

The Company paid cash dividends of $ 0.08 per share of Class A Common Stock on March 20, 2025, June 20, 2025, and September 18, 2025 to stockholders of record as of March 6, 2025, June 6, 2025, and September 4, 2025, respectively.

4 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 December 20, 2022 to stockholders of record as of December 6, 2022.

Liberty LLC paid a distribution of $ 9.0 million, or $ 0.05 per Liberty LLC Unit, to all Liberty LLC unit holders as of December 6, 2022, $ 9.0 million of which was paid to the Company.

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.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

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.

Additionally, the Company paid an accrued dividend equivalent upon vesting for the RSUs and PSUs with a 2025 vesting date, which totaled $ 1.1 million and $ 0.7 million for the years ended December 31, 2025 and 2024, respectively.

1 unchanged sentence

Dividend equivalents related to forfeited RSUs or PSUs will be forfeited.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Share Repurchase Program

5 unchanged sentences

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 the ABL Facility and expected free cash flow to be generated through the duration of the share repurchase program.

The Company expects to fund any repurchases by using cash on hand, borrowings under the Revolving Credit 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,

3 unchanged sentences

Average price per share including commissions $ 15.50 $ 20.16 $ 14.82

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

As of December 31, 2025, $ 270.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program through July 31, 2026.

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 (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.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

Note 11— Net Income per Share

2 unchanged sentences

The Company uses the “if-converted” method to determine the potential dilutive effect of its Class B Common Stock and the treasury stock method to determine the potential dilutive effect of outstanding RSUs and PSUs.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The following table reflects the allocation of net income to common stockholders and net income per share computations for the periods indicated based on a weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding:

9 unchanged sentences

stockholders $ 147,872 $ 316,010

Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock — 73

Diluted net income attributable to Liberty Energy Inc.

stockholders $ 316,010 $ 556,390

Basic weighted average shares outstanding 161,932 165,026

1 unchanged sentence

Restricted stock units 3,433 4,372

Class B Common Stock — 21

Diluted weighted average shares outstanding 165,365 169,398

12 unchanged sentences

federal, state or local examinations by tax authorities for tax years ended on or before December 31, 2021.

The Company is currently under IRS examination for the tax year ended December 31, 2023, at this time there have been no material audit adjustments proposed as part of the examination process.

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:

21 unchanged sentences

Year Ended December 31,

($ in thousands) 2024 2023 2022

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, net 9,340 15,745 10,224

2025 2024 2023

($ in thousands) Amount Percent Amount Percent Amount Percent

US Federal Statutory Tax Rate $ 40,991 21.0 % $ 84,687 21.0 % $ 154,327 21.0 %

State and Local Income Taxes Net of Federal Income Tax Effect 5,676 2.9 % 8,315 2.1 % 15,995 2.2 %

Foreign Tax Effects ( 152 ) ( 0.1 ) % 1,928 0.5 % 1,269 0.1 %

Effect of Changes in Tax Laws or Rates Enacted in the Current Period — — % — — — —

Effect of Cross-Border Tax Laws — — % — — — —

IRA Tax Credits — — % ( 2,343 ) ( 0.6 ) % — — %

R&D Credit ( 3,578 ) ( 1.8 ) % ( 4,400 ) ( 1.1 ) % ( 200 ) — %

RTP Credits ( 2,343 ) ( 1.2 ) % ( 3,271 ) ( 0.8 ) % ( 158 ) — %

Changes in Valuation Allowance — — % — — % — — %

Nontaxable or Nondeductible Items:

Stock Comp 29 — % ( 1,935 ) ( 0.5 ) % ( 354 ) — %

Executive compensation limited 5,255 2.7 % 2,920 0.7 % 6,514 0.9 %

Non-controlling interest — — % — — % ( 19 ) — %

Effect of foreign tax rates 1,231 1,818 697

Stock-based compensation ( 1,771 ) ( 239 ) ( 2,724 )

Change in valuation allowance — — ( 91,336 )

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

Federal tax credits ( 6,743 ) — —

Nondeductible executive compensation 2,920 6,514 —

impact of foreign earnings — — 315

Other, net 955 0.5 % 1,180 0.3 % 1,357 0.1 %

Changes in Unrecognized Tax Benefits — — % — — % — — %

Other Adjustments:

Other TRA adjustment 486 0.2 % 180 — % ( 249 ) — %

Total income tax expense/(benefit) $ 47,319 24.2 % $ 87,261 21.6 % $ 178,482 24.3 %

4 unchanged sentences

Notes to Consolidated Financial Statements

Income taxes paid (net of refunds) were paid in the following jurisdictions:

Year Ended December 31,

2025 2024 2023

Federal $ 6,615 $ 2,821 $ 53,038

State 3,415 4,350 7,841

Foreign 1,020 28,685 5,806

Total Current $ 11,050 $ 35,857 $ 66,685

Other than cash payments for U.S.

federal income tax shown in the table above, Canada ($ 1.0 million, $ 28.7 million, and $ 5.8 million in 2025, 2024, and 2023, respectively) and Texas ($ 1.7 million, $ 2.9 million, and $ 1.8 million in 2025, 2024, and 2023, respectively) are the only jurisdictions in which the Company paid more than 5 % of total cash taxes in any of the years presented.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

2 unchanged sentences

Federal tax credit $ 3,578 $ 9,615

State net operating losses 859 1,286

Foreign net operating losses 2,006 920

Realized tax benefit - TRAs 79,175 87,260

Intangibles 22,440 22,825

Federal net operating losses 54,376 —

State net operating losses 6,090 859

Lease liabilities 60,366 67,603

Realized tax benefit - TRAs 70,631 79,175

Stock-based compensation 4,635 4,494

Intangibles 22,389 22,440

Inventory 2,474 2,604

7 unchanged sentences

Net deferred tax (liability) $ ( 190,920 ) $ ( 136,184 )

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.

As a result of this change, the Company no longer has a deferred tax liability for the difference between the book value and the tax value of the Company’s investment in Liberty LLC and the associated net deferred tax liability balances have been allocated to the deferred tax asset and liability line items above.

Significant deferred tax assets include the step up in basis of depreciable assets under Section 754 (“Section 754”) of the Internal Revenue Code of 1986, as amended and deferred tax liabilities related to property and equipment.

As of December 31, 2024, the Company has utilized all U.S.

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

As of December 31, 2025, the Company has U.S.

federal net operating loss carryforwards of $ 54.4 million, has $ 6.1 million in state net operating loss carryforwards, and $ 2.0 million of foreign net operating loss carryforwards that will not expire in the foreseeable future.

The Company also has $ 3.6 million U.S.

3 unchanged sentences

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, 2025.

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

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

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

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.

4 unchanged sentences

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

The benefit for the federal income tax credits purchased was recognized as a reduction to the Company’s income tax expense in 2024.

The Company has not entered into any material third-party tax credit purchase agreements for the year ended December 31, 2025.

Uncertain Tax Positions

8 unchanged sentences

At December 31, 2025, the Company’s liability under the TRAs was $ 74.8 million of which $ 7.9 million is recorded as a current liability and $ 66.9 million is recorded as a component of long-term liabilities.

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.

The Company recorded a gain on remeasurement of the liabilities subject to the TRA of $ 0.1 million recorded as part of continuing operations in the current year.

At December 31, 2024, the Company’s liability under the TRAs was $ 115.7 million, of which $ 40.8 million was presented as a current liability, and $ 74.9 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 recorded a loss on remeasurement of the liabilities subject to the TRA of $ 3.2 million recorded as part of continuing operations in the prior year.

The Company made $ 40.8 million of TRA payments during the year ended December 31, 2025.

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.

The Company did not make any TRA payments during the year ended December 31, 2023.

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.

LIBERTY ENERGY INC.

9 unchanged sentences

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.

On April 29, 2022, the Company, Liberty LLC, Schlumberger, and BofA Securities, Inc.

Morgan Securities LLC (together, the “Underwriters”), entered into an underwriting agreement, dated as of April 29, 2022, pursuant to which Schlumberger sold 14,500,000 shares of Class A Common Stock at a price of $ 15.50 per share to the Underwriters (the “Sale”).

The Sale closed on May 3, 2022.

Following the Sale, Schlumberger held 35,101,961 shares of Class A Common Stock.

The Company did not receive any proceeds from the Sale.

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

1 unchanged sentence

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

A member of the board of directors of the Company, Audrey Robertson, serves as Executive Vice President of Finance of Franklin Mountain Energy, LLC (“Franklin Mountain”).

During the years ended December 31, 2024, 2023 and 2022, the Company performed hydraulic fracturing services for Franklin Mountain in the amount of $ 120.3 million, $ 176.1 million, and $ 131.8 million, respectively.

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

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

A former member of the Board served as Executive Vice President of Finance of Franklin Mountain Energy, LLC (“Franklin Mountain”) until its acquisition by an unaffiliated party.

Accordingly, effective January 28, 2025, Franklin Mountain is no longer a related party.

The amounts of the Company’s revenue related to completion services provided to Franklin Mountain for the period January 1, 2025 through January 27, 2025 was $ 5.8 million.

During the years ended December 31, 2024 and 2023 the Company performed completions services for Franklin Mountain in the amount of $ 120.3 million and $ 176.1 million, respectively.

Liberty Resources LLC

1 unchanged sentence

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.

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

2 unchanged sentences

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

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

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.

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

Effective February 3, 2025, Mr.

Wright was confirmed as the United States Secretary of Energy by the United States Senate and, as a result, resigned from his position as Chief Executive Officer, Chairman of the Board, and his position on the Oklo board of directors.

As a result, Oklo is no longer a related party.

LIBERTY ENERGY INC.

Notes to Consolidated Financial Statements

The change in Oklo’s fair value along with the sale of shares in the active market, resulted in a gain of $ 137.8 million and $ 41.6 million during the years ended December 31, 2025 and 2024, respectively, included in gain on investments, net in the accompanying consolidated statements of operations.

Additionally, the Company sold shares of Oklo valued at $ 151.0 million during the twelve months ended December 31, 2025, included in sale of equity securities within the investing section in the accompanying consolidated statements of cash flows.

The Company was not party to any other transactions related to Oklo during the period January 1, 2025 through February 2, 2025 and the year ended December 31, 2024.

Nomad Proppant Services LLC

1 unchanged sentence

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.

Within the normal course of business, the Company purchased proppant from Nomad for $ 0.6 million and $ 5.5 million during the years ended December 31, 2025 and 2024, respectively.

Payables to Nomad as of December 31, 2025 and 2024, were $ 0 and $ 0.6 million, respectively.

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

3 unchanged sentences

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.

Wright, the Company’s previous CEO, served 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 December 2023, the Company made an initial commitment to make an annual charitable contribution of $ 1.0 million to the Foundation, subject to approval of the board of directors.

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.

During the years ended December 31, 2025 and 2024 , the Company made charitable contributions of $ 0.9 million and $ 0.9 million, respectively, to the Foundation, and received $ 0.6 million and $ 0.5 million, respectively, 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 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.

Future proppant and equipment commitments are as follows:

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

As of December 31, 2024 the company had agreements provide pricing and committed supply sources for the Company to purchase 360,000 tons.

As of December 31, 2025 the Company has no outstanding commitments remaining to purchase sand, amounts below include commitments to purchase equipment and for the use of certain vehicles and equipment (discussed below).

Future equipment commitments are as follows:

($ in thousands)

2026 $ 11,618

Certain supply agreements contain a clause whereby in the event that the Company fails to purchase minimum volumes, as defined in the agreement, during a specific time period, a shortfall fee may apply.

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

Included in the commitments for the year ending December 31, 2025 are $ 1.2 million of payments expected to be made in the first quarter of 2026 for the use of certain light duty trucks, heavy tractors, and field equipment used to various degrees in frac and wireline operations.

The Company is in negotiations with the third-party owner of such equipment to lease or purchase

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.

Included in the commitments for the year ending December 31, 2024 are $ 2.5 million of payments expected to be made in the first quarter of 2025 for the use of certain light duty trucks, heavy tractors, and field equipment used to various degrees in frac and wireline operations.

The Company is in negotiations with the third-party owner of such equipment to lease or purchase some or all of such aforementioned vehicles and equipment, subject to agreement on terms and conditions.

some or all of such aforementioned vehicles and equipment, subject to agreement on terms and conditions.

No gain or loss is expected upon consummation of any such agreement.

3 unchanged sentences

Note 16— Subsequent Events

Quarterly Dividend

On January 20, 2026, the Company’s Board of Directors (the “Board” ) approved a quarterly dividend of $ 0.09 per share of Class A Common Stock to be paid on March 18, 2026 to holders of record as of March 4, 2026.

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