What changed in this filing

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Item 1. Financial Statements

2026-04-23 compared with 2025-10-17 · 338 added, 351 removed, 575 unchanged (55% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

2 unchanged sentences

461,748 351,717

Accounts receivable—related party — 4,234

Unbilled revenue 267,687 253,653

16 unchanged sentences

Accrued liabilities 264,586 232,147

Income taxes payable — 9,693

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

Current portion of long-term debt 7,143 5,097

Current portion of finance lease liabilities 90,490 94,202

1 unchanged sentence

Total current liabilities 759,833 720,353

Long-term debt 253,000 190,500

Long-term debt, net of current portion and deferred financing costs of $ 37,010 and $ 73 , respectively

1,271,350 241,510

Deferred tax liability 162,905 195,602

7 unchanged sentences

Common Stock:

Class A, $ 0.01 par value, 400,000,000 shares authorized and 161,966,952 issued and outstanding as of September 30, 2025 and 161,858,784 issued and outstanding as of December 31, 2024

Class A, $ 0.01 par value, 400,000,000 shares authorized and 162,051,526 issued and outstanding as of March 31, 2026 and 161,979,222 issued and outstanding as of December 31, 2025

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

9 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 1,021,184 $ 971,614

8 unchanged sentences

Total operating costs and expenses 998,906 959,289

Operating (loss) income ( 2,419 ) 107,278 52,826 364,544

Operating income 22,278 18,172

Other (income) expense:

(Gain) loss on investments, net ( 68,353 ) 2,727 ( 155,883 ) ( 4,474 )

Interest income—related party — — — ( 478 )

Gain on investments, net ( 17,316 ) ( 19,288 )

Interest expense, net 7,731 9,543

Total other (income) expense, net ( 57,451 ) 11,316 ( 125,276 ) 19,241

Total other income, net ( 9,585 ) ( 9,745 )

Net income before income taxes 31,863 27,917

11 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 22,558 $ 20,111

10 unchanged sentences

— — — — — ( 15,223 ) — ( 15,223 )

Share repurchases ( 1,546 ) — ( 16 ) — ( 23,942 ) — — ( 23,958 )

Excise tax on share repurchases — — — — ( 31 ) — — ( 31 )

Purchase of capped calls related to convertible senior notes, net of deferred tax impact — — — — ( 144,050 ) — — ( 144,050 )

Stock-based compensation expense — — — — 8,026 — — 8,026

2 unchanged sentences

Net income — — — — — 22,558 — 22,558

Balance—September 30, 2025 161,967 — $ 1,620 $ — $ 970,123 $ 1,113,968 $ ( 16,046 ) $ 2,069,665

Balance—March 31, 2026 162,051 — $ 1,621 $ — $ 842,359 $ 1,120,082 $ ( 15,690 ) $ 1,948,372

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

8 unchanged sentences

Net income — — — — — 20,111 — 20,111

Balance—September 30, 2024 163,393 — $ 1,634 $ — $ 996,336 $ 980,914 $ ( 9,886 ) $ 1,968,998

Balance—March 31, 2025 160,790 — $ 1,608 $ — $ 965,665 $ 1,026,519 $ ( 19,680 ) $ 1,974,112

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

2 unchanged sentences

Depreciation, depletion, and amortization 114,059 127,742

Loss on disposal of assets, net 7,766 6,105

(Gain) loss on disposal of assets, net ( 18,513 ) 3,345

Stock-based compensation expense 8,026 18,080

22 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of convertible senior notes 1,295,000 —

Purchase of capped calls related to convertible senior notes ( 186,515 ) —

Proceeds from borrowings on line-of-credit 106,000 493,000

Repayments of borrowings on line-of-credit ( 336,000 ) ( 473,500 )

Borrowings on long-term debt 4,750 —

Repayments of long-term debt ( 926 ) —

Payments of debt issuance costs ( 36,789 ) —

Payments on finance lease obligations ( 22,385 ) ( 17,645 )

3 unchanged sentences

Tax withholding on restricted stock units — ( 5,798 )

Payments of debt issuance costs ( 4,660 ) —

Net cash used in financing activities

Net cash provided by (used in) financing activities

800,629 ( 81,849 )

Net decrease in cash and cash equivalents before translation effect ( 6,752 ) ( 13,687 )

Net increase in cash and cash equivalents before translation effect 671,686 4,094

Translation effect on cash ( 94 ) 22

4 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosure of cash flow information:

Net cash paid for income taxes $ 23,076 $ 40,241

Net (refund received) cash paid for income taxes $ ( 10 ) $ 825

Cash paid for interest $ 8,513 $ 9,041

1 unchanged sentence

Capital expenditures included in accounts payable and accrued liabilities $ 90,675 $ 111,987

Capital expenditures reclassified from prepaid and other current assets $ 41,883 $ 52,610

Capital expenditures reclassified from finance lease right-of-use assets $ 907 $ 6,894

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Liberty Energy Inc.

(the “Company”), together with its consolidated 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 consolidated 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

5 unchanged sentences

The effects of these translation adjustments are reflected in accumulated other comprehensive income included in the accompanying unaudited condensed consolidated statements of comprehensive income.

The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of September 30, 2025 and December 31, 2024, the results of operations and equity of the Company as of and for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of March 31, 2026 and December 31, 2025, the results of operations and equity of the Company as of and for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025.

The interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2026.

Further, these estimates and other factors, including those outside the Company’s control, such as the impact of sustained lower commodity prices, could have a significant adverse impact to the Company’s financial condition, results of operations, and cash flows.

3 unchanged sentences

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

Note 2— Significant Accounting Policies

Recently Adopted Accounting Standards

Segment Reporting:

Improvements to Reportable Segment Disclosures

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

2023-07, Segment Reporting:

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

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

See Note 1—Organization and Basis of Presentation for further details about the impact of this ASU on the Company’s financial statements.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Note 2— Significant Accounting Policies

Recently Issued Accounting Standards

4 unchanged sentences

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 plans to adopt this ASU on the effective date and does not expect it to have a material impact on the Company’s financial statements.

The guidance is effective for annual periods beginning after December 15, 2025 and is not expected to have a material impact on the Company’s financial statements.

Internal-Use Software

1 unchanged sentence

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.

Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was previously 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.

1 unchanged sentence

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

Income Taxes:

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes:

Improvements to Income Tax Disclosures , which requires disaggregation of certain components included in the Company’s effective tax rate and income taxes paid disclosures.

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 and does not expect it will have a material impact.

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

12 unchanged sentences

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.

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.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Note 3— Inventories

Inventories consist of the following:

September 30, December 31,

March 31, December 31,

($ in thousands) 2026 2025

3 unchanged sentences

$ 185,259 $ 188,125

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Note 4— Property and Equipment

Property and equipment consist of the following:

(in years) September 30, December 31,

(in years) March 31, December 31,

($ in thousands) 2026 2025

14 unchanged sentences

1,751,790 1,759,363

Capital deposits N/A 184,722 116,021

Construction in-progress N/A 200,116 178,801

Property and equipment, net $ 2,136,628 $ 2,054,185

During the three months ended September 30, 2025 and 2024, the Company recognized depreciation expense of $ 104.6 million and $ 111.3 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized depreciation expense of $ 327.2 million and $ 332.2 million, respectively.

Depletion expense for each of the three months ended September 30, 2025 and 2024 was $ 0.3 million.

Depletion expense for each of the nine months ended September 30, 2025 and 2024 was $ 0.9 million.

As of September 30, 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 as discussed below.

As of September 30, 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 unaudited condensed 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 nine months ended September 30, 2025.

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

As of September 30, 2024, the Company classified $ 1.2 million of land and $ 2.8 million of buildings, net of accumulated depreciation, of two properties as assets held for sale.

The Company estimated that carrying values of the assets were equal to the fair values less the estimated costs to sell, net of write-downs taken in a prior period, and therefore no gain or loss was recorded during the nine months ended September 30, 2024.

During the three months ended March 31, 2026 and 2025, the Company recognized depreciation expense of $ 99.5 million and $ 110.9 million, respectively.

Depletion expense for each of the three months ended March 31, 2026 and 2025 was $ 0.3 million.

As of March 31, 2026 and December 31, 2025, 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 as discussed below.

As of March 31, 2026 and 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 unaudited condensed 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 loss was recorded during the three months ended March 31, 2026.

Note 5— Leases

1 unchanged sentence

The terms and conditions for these leases vary by the type of underlying asset.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets.

1 unchanged sentence

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.

The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

The components of lease expense for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

($ in thousands) 2026 2025

6 unchanged sentences

Total lease cost, net $ 30,664 $ 29,920

Sup plemental cash flow and other information related to leases for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Sup plemental cash flow and other information related to leases for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

($ in thousands) 2026 2025

5 unchanged sentences

Finance leases 817 27,656

During the nine months ended September 30, 2024, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified as finance leases.

In connection with the amendments, the Company wrote-off a de minimis amount of operating lease right-of-use assets and liabilities.

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

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

During the three and nine months ended September 30, 2025 , the Company did not reclassify any operating or finance leases.

Lease terms and discount rates as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025 December 31, 2024

Lease terms and discount rates as of March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026 December 31, 2025

Weighted-average remaining lease term:

Operating leases 4.0 years 3.8 years

Finance leases 3.0 years 3.2 years

Operating leases 4.1 4.1

Finance leases 2.7 2.9

Weighted-average discount rate:

1 unchanged sentence

Finance leases 6.9 % 6.9 %

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Future minimum lease commitments as of September 30, 2025 are as follows:

Future minimum lease commitments as of March 31, 2026 are as follows:

($ in thousands) Finance Operating

9 unchanged sentences

The Company’s vehicle leases typically include a residual value guarantee.

For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of September 30, 2025 is $ 12.8 million;

For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of March 31, 2026 is $ 12.8 million;

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

6 unchanged sentences

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

The carrying amount of lease equipment, included in property, plant and equipment, that are leased to others under an operating lease or are available to lease as of September 30, 2025 and December 31, 2024 were as follows:

($ in thousands) September 30, 2025 December 31, 2024

The carrying amount of lease equipment, included in property, plant and equipment, that are leased to others under an operating lease or are available to lease as of March 31, 2026 and December 31, 2025 were as follows:

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

($ in thousands) March 31, 2026 December 31, 2025

Equipment leased to others - at original cost $ 157,873 $ 158,716

1 unchanged sentence

Equipment leased to others - net $ 94,541 $ 99,417

Future payments receivable for long-term non-cancelable operating leases as of September 30, 2025 are as follows:

Future payments receivable for long-term non-cancelable operating leases as of March 31, 2026 are as follows:

($ in thousands)

1 unchanged sentence

Total $ 1,100

Revenues from operating leases for the three and nine months ended September 30, 2025 were $ 11.3 million and $ 39.4 million, respectively.

Revenues from operating leases for the three and nine months ended September 30, 2024 were $ 11.1 million and $ 28.9 million, respectively.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Revenues from operating leases for the three months ended March 31, 2026 and March 31, 2025 were $ 5.5 million and $ 13.6 million, respectively.

Note 6— Accrued Liabilities

Accrued liabilities consist of the following:

($ in thousands) September 30, 2025 December 31, 2024

($ in thousands) March 31, 2026 December 31, 2025

Accrued vendor invoices $ 94,320 $ 86,952

3 unchanged sentences

Debt consists of the following:

September 30, December 31,

March 31, December 31,

($ in thousands) 2026 2025

Convertible Senior Notes Outstanding $ 1,295,000 $ —

Term Loan outstanding 20,503 16,680

Revolving Line of Credit — 230,000

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.

Deferred financing costs ( 37,010 ) ( 73 )

Total debt, net of deferred financing costs $ 1,278,493 $ 246,607

Current portion of long-term debt $ 7,143 $ 5,097

Long-term debt, net of deferred financing cost and current portion 1,271,350 241,510

Total debt, net of deferred financing costs $ 1,278,493 $ 246,607

For the three months ended March 31, 2026 and March 31, 2025 the Company had amortization expense on the deferred financing costs of $ 1.1 million and $ 0.2 million, respectively.

2031 Convertible Senior Notes and Capped Call Transactions

2031 Convertible Senior Notes

On February 6, 2026, the Company issued $ 770.0 million aggregate principal amount 0.00 % convertible senior notes due March 1, 2031 (the “2031 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 70.0 million principal amount of the 2031 Notes.

The 2031 Notes were issued pursuant to an indenture dated February 6, 2026, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The 2031 Notes are

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

general unsecured, senior obligations of the Company.

The 2031 Notes do not bear regular interest, and the principal amount of the 2031 Notes does not accrete.

Net proceeds from the offering of the 2031 Notes were $ 746.0 million after deducting the initial purchasers’ discounts and commissions and offering expenses paid by the Company, without giving effect to the capped call transactions related to the 2031 Notes.

Until December 1, 2030, the convertible senior notes can only be converted upon satisfaction of certain market conditions or upon the occurrence of specific corporate events.

After that date, the notes are freely convertible.

The initial conversion rate for the 2031 Notes will be 28.9830 shares of Class A Common Stock, par value $ 0.01 per share (the “Class A Common Stock”), per $1,000 principal amount of the 2031 Notes (equivalent to an initial conversion price of approximately $ 34.50 per share of Class A Common Stock, which represents a premium of approximately 32.5 % over the last reported sale price of the Class A Common Stock on the New York Stock Exchange (the “NYSE”) on February 3, 2026).

Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2031 Notes to be converted and pay or deliver, as the case may be, cash, shares of Class A Common Stock, or a combination of cash and shares of Class A Common Stock, at the election of the Company, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted.

The Company may redeem for cash all or any portion of the 2031 Notes, at its option, on or after March 1, 2029 and before the 21 st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Class A Common Stock has been at least 130 % of the conversion price of the 2031 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

If the Company undergoes a Fundamental Change (as defined in the indenture governing the 2031 Notes), then, subject to certain conditions and limited exceptions, holders of the 2031 Notes may require the Company to repurchase for cash all or any portion of their 2031 Notes at a repurchase price equal to 100 % of the principal amount to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

In addition, following certain corporate events that occur prior to the maturity date of the 2031 Notes or if the Company delivers a notice of redemption in respect of the 2031 Notes, the Company will, in certain circumstances, increase the conversion rate of the 2031 Notes for a holder who elects to convert its 2031 Notes in connection with such a corporate event or convert the 2031 Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The indenture governing the 2031 Notes contains customary covenants and sets forth certain events of default after which the 2031 Notes may be declared due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2031 Notes become automatically due and payable.

The indenture governing the 2031 Notes limits the Company’s ability to merge or consolidate with other entities, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to another person, unless resulting, surviving or transferee person satisfies certain requirements and assumes the Company’s obligations under the indenture.

The Company was in compliance with all covenants as of March 31, 2026.

In connection with the issuance of the 2031 Notes, the Company entered into privately negotiated capped call transactions relating to the 2031 Notes with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of approximately $ 109.3 million.

The capped call transactions will cover, subject to certain anti-dilution adjustments, the number of shares of Class A Common Stock initially underlying the 2031 Notes.

The cap price of the capped call transactions related to the 2031 Notes will initially be approximately $ 65.10 per share, which represents a premium of 150 % over the last reported sale price of Class A Common Stock of $ 26.04 on the NYSE on February 3, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The capped call transactions related to the 2031 Notes are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of any 2031 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The capped call transactions related to the 2031 Notes are included in additional paid-in capital in the accompanying unaudited consolidated balance sheet as of March 31, 2026, with no remeasurement in subsequent periods as it meets the tax integration criteria for equity classification.

The Company elected to integrate the 2031 Notes and related capped call transactions for federal income tax purposes pursuant to applicable U.S.

Treasury Regulations.

The impact of this tax treatment results in the capped call transactions of $ 109.3 million being deductible as original discount interest for tax purposes over the term of the 2031 Notes.

We recorded a deferred tax asset of $ 24.9 million with respect to the 2031 Notes, which represents the tax benefit of these deductions with an offsetting entry to additional paid-in capital.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

2032 Convertible Senior Notes and Capped Call Transactions

2032 Convertible Senior Notes

On March 30, 2026, the Company issued $ 525.0 million aggregate principal amount 0.00 % convertible senior notes due March 1, 2032 (the “2032 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 50.0 million principal amount of the 2032 Notes.

The 2032 Notes were issued pursuant to an indenture dated March 30, 2026, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The 2032 Notes are general unsecured, senior obligations of the Company.

The 2032 Notes do not bear regular interest, and the principal amount of the 2032 Notes does not accrete.

Net proceeds from the offering of the 2032 Notes were $ 511.3 million after deducting the initial purchasers’ discounts and commissions and offering expenses paid by the Company, without giving effect to the capped call transactions related to the 2032 Notes.

Until December 1, 2031, the convertible senior notes can only be converted upon satisfaction of certain market conditions or upon the occurrence of specific corporate events.

After that date, the notes are freely convertible.

The initial conversion rate for the 2032 Notes will be 26.7094 shares of Class A Common Stock per $1,000 principal amount of the 2032 Notes (equivalent to an initial conversion price of approximately $ 37.44 per share of Class A Common Stock, which represents a premium of approximately 30.0 % over the last reported sale price of the Class A Common Stock on the NYSE on March 25, 2026).

Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2032 Notes to be converted and pay or deliver, as the case may be, cash, shares of Class A Common Stock, or a combination of cash and shares of Class A Common Stock, at the election of the Company, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted.

The Company may redeem for cash all or any portion of the 2032 Notes, at its option, on or after March 1, 2029 and before the 21 st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Class A Common Stock has been at least 130 % of the conversion price of the 2032 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

If the Company undergoes a Fundamental Change (as defined in the indenture governing the 2032 Notes), then, subject to certain conditions and limited exceptions, holders of the 2032 Notes may require the Company to repurchase for cash all or any portion of their 2032 Notes at a repurchase price equal to 100 % of the principal amount to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

In addition, following certain corporate events that occur prior to the maturity date of the 2032 Notes or if the Company delivers a notice of redemption in respect of the 2032 Notes, the Company will, in certain circumstances, increase the conversion rate of the 2032 Notes for a holder who elects to convert its 2032 Notes in connection with such a corporate event or convert the 2032 Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The indenture governing the 2032 Notes contains customary covenants and sets forth certain events of default after which the 2032 Notes may be declared due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2032 Notes become automatically due and payable.

The indenture governing the 2032 Notes limits the Company’s ability to merge or consolidate with other entities, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to another person, unless resulting, surviving or transferee person satisfies certain requirements and assumes the Company's obligations under the indenture.

The Company was in compliance with all covenants as of March 31, 2026.

In connection with the issuance of the 2032 Notes, the Company entered into privately negotiated capped call transactions relating to the 2032 Notes with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of approximately $ 77.2 million.

The capped call transactions will cover, subject to certain anti-dilution adjustments, the number of shares of Class A Common Stock initially underlying the 2032 Notes.

The cap price of the capped call transactions related to the 2032 Notes will initially be approximately $ 72.00 per share, which represents a premium of 150 % over the last reported sale price of Class A Common Stock of $ 28.80 on the NYSE on March 25, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions related to the 2032 Notes are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of any 2032 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2032 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The capped call transactions related to the 2032 Notes are included in additional paid-in capital in the accompanying unaudited consolidated balance sheet as of March 31, 2026, with no remeasurement in subsequent periods as it meets the tax integration criteria for equity classification.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

The Company elected to integrate the 2032 Notes and related capped call transactions for federal income tax purposes pursuant to applicable U.S.

Treasury Regulations.

The impact of this tax treatment results in the capped call transactions of $ 77.2 million being deductible as original discount interest for tax purposes over the term of the 2032 Notes.

We recorded a deferred tax asset of $ 17.6 million with respect to the 2032 Notes, which represents the tax benefit of these deductions with an offsetting entry to additional paid-in capital.

Caterpillar Agreement

Effective December 9, 2025, LOS Leasing Company LLC, as borrower, Liberty Energy Services LLC, as guarantor and permitted user, and Liberty Power Innovations LLC (“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.

As of March 31, 2026 and December 31, 2025 the Company had $ 20.5 million and $ 16.7 million respectively, outstanding under the Caterpillar Agreement with maturity dates ranging from January 1, 2029 to April 1, 2029.

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 March 31, 2026 and December 31, 2025, respectively.

Borrowings, under the Caterpillar Agreement as of March 31, 2026 and December 31, 2025 incurred interest at a weighted average rate of 6.5 % and 6.6 %, respectively.

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 September 30, 2025, the borrowing base was calculated to be $ 399.1 million, and the Company had $ 253.0 million outstanding in addition to letters of credit in the amount of $ 14.0 million, with $ 132.1 million of remaining availability.

On February 3, 2026, the Company entered into the first amendment (the “Amendment”) to the Credit Agreement that, among other things, (i) permits the incurrence of new bridge loan indebtedness in an aggregate principal amount not to exceed $ 600.0 million (“Permitted Bridge Indebtedness”), which must be incurred on or prior to June 30, 2026 and have a scheduled maturity date not later than 365 days from the date of incurrence, (ii) subject to certain limitations and requirements, permits liens securing the Permitted Bridge Indebtedness, (iii) increases the basket for permitted convertible indebtedness from $ 300.0 million to $ 600.0 million, which basket is in addition to other baskets permitting the incurrence of such indebtedness, and (iv) amends the maturity date of the Revolving Credit Facility to provide that such maturity date will be accelerated to the date that is 91 days prior to the stated maturity of any outstanding Permitted Bridge Indebtedness if such Permitted Bridge Indebtedness is still outstanding on such date.

The Company used a portion of the net proceeds from the offering of the 2031 Notes to repay all indebtedness outstanding under the Revolving Credit Facility, excluding letters of credit.

As of March 31, 2026, the borrowing base was calculated to be $ 508.9 million, and the Company had no amount outstanding, excluding letters of credit in the amount of $ 19.4 million, with $ 489.5 million of remaining availability.

Borrowings under the Credit Agreement 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 September 30, 2025 and December 31, 2024 incurred interest at a weighted average rate of 6.9 % and 6.8 %, under the Credit Agreement and the ABL Facility, respectively.

Borrowings as of December 31, 2025 incurred interest at a weighted average rate of 6.6 %, and there were no borrowings outstanding as of March 31, 2026 under the Credit Agreement.

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

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

The Credit Agreement is collateralized by substantially all of our accounts receivable, inventory and equipment including generator components and

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

certain generator units 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).

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

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

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 September 30, 2025.

The Company was in compliance with these covenants as of March 31, 2026.

Retired Credit Facility

The Company was previously party to a revolving credit facility up to $ 525.0 million (the “ABL Facility”), subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory.

Borrowings under the ABL Facility bore interest at 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.

Additionally, the average monthly unused commitment was subject to an unused commitment fee of 0.25 % to 0.375 %.

The ABL Facility had a maturity date of January 23, 2028, and borrowings were collateralized by accounts receivable and inventory, and further secured by the Company as parent guarantor.

Effective July 24, 2025, a portion of the proceeds from the Revolving Credit Facility were used to pay off the outstanding debt under 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 interest 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.

Maturities of debt are as follows:

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The classification of an asset or liability is based on the lowest level of input significant to its fair value.

Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborating market data becomes available.

Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

inconsequential to the overall fair value, or if corroborating market data becomes available.

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

Transfers occur at the end of the reporting period.

There were no transfers into or out of Levels 1, 2, and 3 during the nine months ended September 30, 2025 and 2024.

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

The carrying values of all of the Company’s financial instruments included in the accompanying unaudited condensed consolidated balance sheets approximated or equaled their fair values on September 30, 2025 and December 31, 2024.

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on September 30, 2025 and December 31, 2024, due to their short-term nature.

• The carrying value of investments in equity securities were measured at fair value on September 30, 2025 and December 31, 2024 based on quoted prices in active markets.

• The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on September 30, 2025 and December 31, 2024, as the effective interest rates approximated market rates.

• The carrying values of amounts outstanding under finance and operating lease obligations approximated fair value on September 30, 2025 and December 31, 2024, as the effective borrowing rates approximated market rates.

There were no material transfers into or out of Levels 1, 2, and 3 during the three months ended March 31, 2026 and 2025.

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

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on March 31, 2026 and December 31, 2025, due to their short-term nature.

• The carrying value of investments in equity securities were measured at fair value on March 31, 2026 and December 31, 2025 based on quoted prices in active markets.

• The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on March 31, 2026 and December 31, 2025, as the effective interest rates approximated market rates.

Long-term debt agreements that are not remeasured at fair value include the 2031 Notes and the 2032 Notes.

As of March 31, 2026, the estimated fair value of the senior convertible notes was $ 1.4 billion, which was based on observable market prices in less active markets and were categorized as Level 2 in the fair value hierarchy.

• The carrying values of amounts outstanding under finance and operating lease obligations approximated fair value on March 31, 2026 and December 31, 2025, as the effective borrowing rates approximated market rates.

Nonrecurring Measurements

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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

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

those acquired through the IMG 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, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic 805 .

See Note 2—Significant Accounting Policies.

As of March 31, 2026 and 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 unaudited condensed consolidated balance sheets.

The Company estimated the fair value of the properties based on the listed selling price for the three properties, which is a Level 3 input.

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 nine months ended September 30, 2025.

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

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 loss was recorded during the three months ended March 31, 2026.

Recurring Measurements

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Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts.

As of September 30, 2025 and December 31, 2024, the Company had cash equivalents measured at fair value of $ 0.3 million.

As of March 31, 2026 and December 31, 2025, the Company had cash equivalents measured at fair value of $ 218.7 million and $ 0.3 million, respectively.

The Company holds an investment in Oklo Inc.

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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 September 30, 2025 and December 31, 2024, the fair value of the investment was estimated at $ 115.7 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 $ 57.6 million and $ 144.9 million during the three and nine months ended September 30, 2025, respectively, included in (gain) loss on investments, net in the accompanying unaudited condensed consolidated statements of operations.

Additionally, the Company sold shares valued at $ 80.8 million during the nine months ended September 30, 2025, included in sale of equity securities within the investing section in the accompanying unaudited condensed consolidated statements of cash flows.

As of March 31, 2026 and December 31, 2025, the fair value of the investment was estimated at $ 26.6 million and $ 38.5 million, respectively.

The change in Oklo’s fair value along with the sale of shares, if any, in the active market resulted in a loss of $ 11.9 million and a gain $ 16.6 million during the three months ended March 31, 2026 and 2025, respectively, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

Additionally, the Company sold shares valued at $ 29.9 million during the three months ended March 31, 2025, included in sale of equity securities within the investing section in the accompanying unaudited condensed consolidated statements of cash flows.

LIBERTY ENERGY INC.

Notes to Condensed 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”).

1 unchanged sentence

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

Additionally, the Company purchased an additional $ 3.9 million of Tamboran’s common stock during the period end March 31, 2026.

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 September 30, 2025 and December 31, 2024, the fair value of the investment was estimated at $ 24.5 million and $ 18.8 million, respectively.

The change in Tamboran’s fair value resulted in a gain of $ 5.4 million and $ 5.7 million during the three and nine months ended September 30, 2025, respectively, included in (gain) loss on investments, net in the accompanying unaudited condensed consolidated statements of operations.

As of March 31, 2026 and December 31, 2025, the fair value of the investment was estimated at $ 54.0 million and $ 24.3 million, respectively.

The change in Tamboran’s fair value resulted in a gain of $ 25.8 million and $ 2.7 million during the three months ended March 31, 2026 and March 31, 2025, respectively, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

Nonfinancial assets

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The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3 in the event that such assets were required to be measured and recorded at fair value within the accompanying unaudited condensed consolidated financial statements.

No such measurements were required as of September 30, 2025 and December 31, 2024 as no triggering event was identified.

No such measurements were required as of March 31, 2026 and December 31, 2025 as no triggering event was identified.

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables.

The Company’s cash and cash equivalent balances on deposit with financial institutions total $ 13.5 million and $ 20.0 million as of September 30, 2025 and December 31, 2024, respectively, which exceeded Federal Deposit Insurance Corporation insured limits.

The Company’s cash and cash equivalent balances on deposit with financial institutions total $ 699.1 million and $ 27.6 million as of March 31, 2026 and December 31, 2025, respectively, which exceeded Federal Deposit Insurance Corporation insured limits.

The Company regularly monitors these institutions’ financial condition.

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

As of September 30, 2025, Customer A accounted for 12 % of total consolidated accounts receivable and unbilled revenue.

As of December 31, 2024, Customer A and Customer B accounted for 14 % and 10 %, respectively, o f total consolidated accounts receivable and unbilled revenue.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

During the three months ended September 30, 2025, Customer A and Customer C accounted for 12 % and 11 % of consolidated revenues, respectively.

Additionally, during the nine months ended September 30, 2025, Customer A and Customer C accounted for 11 % and 11 % of consolidated revenues, respectively.

During the nine months ended September 30, 2024, Customer C accounted for 12 %, respectively, of consolidated revenues.

As of March 31, 2026 and 2025, the below customers accounted for the following percentages of the Company’s consolidated accounts receivable and unbilled revenue and consolidated revenues, respectively:

Portion of total of consolidated accounts receivable and unbilled revenue as of Portion of consolidated revenues for the three months ended March 31,

March 31, 2026 December 31, 2025 2026 2025

Customer A 10 % — % 12 % 13 %

Customer B 12 % 16 % 12 % 10 %

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

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

As of September 30, 2025 and December 31, 2024, the Company had $ 1.0 million and $ 0.8 million, respectively, in allowance for credit losses as follows:

As of March 31, 2026 and December 31, 2025, the Company had $ 0.9 million and $ 0.9 million, respectively, in allowance for credit losses as follows:

($ in thousands)

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Amounts written off —

Provision for credit losses on September 30, 2025 $ 994

Provision for credit losses on March 31, 2026 $ 886

LIBERTY ENERGY INC.

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RSUs were granted with vesting terms up to three years .

Changes in non-vested RSUs outstanding under the LTIP during the nine months ended September 30, 2025 were as follows:

Changes in non-vested RSUs outstanding under the LTIP during the three months ended March 31, 2026 were as follows:

Number of Units Weighted Average Grant Date Fair Value per Unit

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Forfeited ( 15,578 ) 15.22

Outstanding as of September 30, 2025 2,922,883 $ 15.93

Outstanding as of March 31, 2026 4,579,326 $ 19.98

Performance Restricted Stock Units

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If such performance targets are not met, or are not expected to be met, no compensation expense is recognized and any recognized compensation expense is reversed.

Changes in non-vested PSUs outstanding under the LTIP during the nine months ended September 30, 2025 were as follows:

Changes in non-vested PSUs outstanding under the LTIP during the three months ended March 31, 2026 were as follows:

Number of Units Weighted Average Grant Date Fair Value per Unit

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Granted 312,762 20.19

Vested ( 638,350 ) 13.88

Forfeited — —

Outstanding as of September 30, 2025 947,995 $ 16.44

Outstanding as of March 31, 2026 1,251,473 $ 17.35

Stock-based compensation is included in cost of services and general and administrative expenses in the Company’s accompanying unaudited condensed consolidated statements of operations.

The Company recognized stock-based compensation expense of $ 7.3 million and $ 33.5 million for the three and nine months ended September 30, 2025, respectively.

The Company recognized stock-based compensation of $ 8.1 million and $ 22.3 million for the three and nine months ended September 30, 2024, respectively.

Stock-based compensation expense for the nine months ended September 30, 2025, includes $ 10.2 million of expense recognized related to the resignation of Christopher A.

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

There was approximately $ 43.6 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of September 30, 2025.

The Company recognized stock-based compensation expense of $ 8.0 million and $ 18.1 million for the three months ended March 31, 2026, and 2025 respectively.

There was approximately $ 81.4 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of March 31, 2026.

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

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.

During the three and nine months ended September 30, 2025, dividend payments totaled $ 13.0 million and $ 38.8 million, respectively.

The Company paid cash dividends of $ 0.07 per share of Class A Common Stock on March 20, 2024, June 20, 2024, and September 20, 2024, to stockholders of record as of March 6, 2024, June 6, 2024, and September 6, 2024, respectively.

During the three and nine months ended September 30, 2024, dividend payments totaled $ 11.5 million and $ 34.7 million, respectively.

The Company paid cash dividends of $ 0.09 per share of Class A Common Stock on March 18, 2026 to stockholders of record as of March 4, 2026, which totaled $ 14.6 million.

The Company paid cash dividends of $ 0.08 per share of Class A Common Stock on March 20, 2025 to stockholders of record as of March 6, 2025, which totaled $ 12.9 million.

Additionally, the Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2026 vesting date, which totaled $ 0.0 million for the three months ended March 31, 2026.

The Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2025 vesting date, which totaled $ 0.3 million for the three months ended March 31, 2025.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Additionally, the Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2025 vesting date, which totaled $ 1.1 million for the nine months ended September 30, 2025.

The Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2024 vesting date, which totaled $ 0.6 million for the nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, the Company had $ 1.3 million and $ 1.5 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively.

As of March 31, 2026 and December 31, 2025, the Company had $ 2.3 million and $ 1.7 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively.

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

1 unchanged sentence

On July 25, 2022, the Company’s board of directors (the “Board”) authorized and the Company announced a share repurchase program that allowed the Company to repurchase the Company’s Class A Common Stock.

As of September 30, 2025 and December 31, 2024, the cumulative repurchase authorization was $ 750.0 million through July 31, 2026.

As of March 31, 2026 and December 31, 2025, the cumulative repurchase authorization was $ 750.0 million through July 31, 2026.

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

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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.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands, except share count and per share data) 2026 2025

2 unchanged sentences

Average price per share including commissions $ — $ 15.50

As of September 30, 2025, $ 270.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program.

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

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

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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 Class A Common Stock outstanding:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except per share data) 2026 2025

14 unchanged sentences

stockholders $ 0.14 $ 0.12

The table above does not include any potential dilutive impact from conversion of the convertible senior notes as the notes were not convertible during the reporting period.

Refer to Note 7 — Debt for additional information.

Note 11— Income Taxes

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

The effective global income tax rate applicable to the Company for the nine months ended September 30, 2025 was 24.7 %, compared to 23.5 % for the period ended September 30, 2024.

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

The effective global income tax rate applicable to the Company for the three months ended March 31, 2026 was 29.2 %, compared to 28.0 % for the period ended March 31, 2025.

The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to state income taxes in the states the Company operates, nondeductible executive compensation, as well as global intangible low taxed foreign income (“GILTI”) inclusions from the Company’s foreign operations, partially offset by U.S.

federal income tax credits.

The Company recognized income tax expense of $ 12.0 million and $ 43.9 million during the three and nine months ended September 30, 2025, respectively.

The Company recognized income tax expense of $ 22.2 million and $ 81.2 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company recognized a net deferred tax liability in the amount of $ 180.9 million and $ 137.7 million, respectively.

The Company recognized income tax expense of $ 9.3 million and $ 7.8 million during the three months ended March 31, 2026 and March 31, 2025, respectively.

As of March 31, 2026 and December 31, 2025, the Company recognized a net deferred tax liability in the amount of $ 162.9 million and $ 195.6 million, respectively.

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

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Tax Receivable Agreements

In connection with the IPO, on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P.

In connection with the Company’s IPO, on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P.

and the then existing owners that continued to own units in Liberty Oilfield Services New HoldCo LLC (“Liberty LLC Units”) (each such person and any permitted transferee, a “TRA Holder” and together, the “TRA Holders”).

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federal income tax purposes) of all or a portion of such TRA Holder’s Liberty LLC Units in connection with the IPO or pursuant to the exercise of redemption or call rights, (ii) any net operating losses available to the Company as a result of the Corporate Reorganization, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRAs.

As of September 30, 2025, the Company ’ s liability under the TRAs was $ 74.9 million, of which $ 7.7 million was recorded as a current liability, and $ 67.2 million was recorded as a component of long-term liabilities in the accompanying unaudited condensed consolidated balance sheets.

The Company made TRA payments of $ 40.8 million for the nine months ended September 30, 2025.

As of March 31, 2026, the Company ’ s liability under the TRAs was $ 66.9 million, of which all was recorded as a component of long-term liabilities in the accompanying unaudited condensed consolidated balance sheets.

The Company made TRA payments of $ 7.9 million for the three months ended March 31, 2026.

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

The Company made TRA payments of $ 5.2 million for the nine months ended September 30, 2024.

The Company made TRA payments of $ 40.8 million for the three months ended March 31, 2025.

Note 12— Defined Contribution Plan

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The Company makes matching contributions at a rate of $ 1.00 for each $1.00 of employee contribution, subject to a cap of 6 % of the employee’s salary and federal limits.

Contributions made by the Company wer e $ 9.9 million and $ 9.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 29.9 million and $ 27.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Contributions made by the Company wer e $ 10.4 million and $ 9.8 million for the three months ended March 31, 2026 and 2025, respectively.

Note 13— Related Party Transactions

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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 three and nine months ended September 30, 2024, the Company performed hydraulic fracturing services for Franklin Mountain in the amount of $ 26.6 million and $ 79.7 million, respectively.

Receivables from Franklin Mountain as of December 31, 2024 were $ 4.2 million.

Liberty Resources LLC

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

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

The amounts of the Company’s revenue related to completion services provided to the Affiliate for the period January 1, 2024 through March 13, 2024 was $ 11.1 million.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

During the period January 1, 2024 through March 13, 2024, interest income from the Affiliate was $ 0.5 million.

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

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

The change in Oklo’s fair value along with the sale of shares in the active market, resulted in a gain of $ 57.6 million and $ 144.9 million during the three and nine months ended September 30, 2025, respectively, included in (gain) loss on investments, net in the accompanying unaudited condensed consolidated statements of operations.

Additionally, the Company sold shares of Oklo valued at $ 80.8 million during the nine months ended September 30, 2025, included in sale of equity securities within the investing section in the accompanying unaudited condensed 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 nine months ended September 30, 2024.

The change in Oklo’s fair value along with the sale of shares in the active market, resulted in a gain of $ 16.6 million during the three months ended March 31, 2025, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

Additionally, the Company sold shares of Oklo valued at $ 29.9 million during the three months ended March 31, 2025, included in sale of equity securities

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

within the investing section in the accompanying unaudited condensed 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.

Nomad Proppant Services LLC

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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 $ 0.4 million and $ 0.5 million during the three and nine months ended September 30, 2025, respectively.

Within the normal course of business, the Company purchased proppant from Nomad for $ 1.9 million and $ 4.9 million during the three and nine months ended September 30, 2024, respectively.

Payables to Nomad were $ 0.2 million and $ 0.6 million as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the value of the Company ’ s investment using the equity method of accounting was $ 8.7 million and $ 10.7 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company received cash distributions from Nomad in the amounts of $ 3.6 million and $ 3.2 million, respectively, included in cash return on equity method investment within the operating section in the accompanying unaudited condensed consolidated statements of cash flows.

Within the normal course of business, the Company purchased proppant from Nomad for $ 0.4 million and $ — million during the three months ended March 31, 2026 and 2025, respectively.

Payables to Nomad were $ 0.2 million and $ 0 as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026 and December 31, 2025, the value of the Company ’ s investment using the equity method of accounting was $ 6.5 million and $ 8.1 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company received cash distributions from Nomad in the amounts of $ 1.6 million and $ 1.0 million, respectively, included in cash return on equity method investment within the operating section in the accompanying unaudited condensed consolidated statements of cash flows.

Bettering Human Lives Foundation

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Effective January 1, 2024, Anne Hyre, the executive director of the Foundation, is employed by a subsidiary of the Company and seconded to the Foundation and certain officers of the Company are members of the Foundation’s governance board.

Effective March 24, 2025, Ron Gusek, the Company’s Chief Executive Officer, became a member of the Foundation’s Advisory Board.

Additionally, the Company and the Foundation entered into a professional services agreement (the “Professional Services Agreement”), whereby the Company may provide certain administrative services with a value up to $ 1.0 million annually to the Foundation, subject to reimbursement rights.

Under the Professional Services Agreement, the Company did not receive any reimbursement for services during the three and nine months ended September 30, 2025 and 2024.

During the three and nine months ended September 30, 2025, the Company made charitable contributions of $ 0.0 million and $ 0.3 million, to the Foundation, respectively.

During the three and nine months ended September 30, 2024, the Company made charitable contributions of $ 0.1 million and $ 0.4 million, to the Foundation, respectively.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Under the Professional Services Agreement, the Company did not receive any reimbursement for services during the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2026 and March 31, 2025, the Company made charitable contributions of $ 0.0 million and $ 0.2 million, to the Foundation, respectively.

Note 14— Commitments & Contingencies

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

As of September 30, 2025 and December 31, 2024, the agreements provide pricing and committed supply sources for the Company to purchas e 105,963 tons and 360,000 tons, respectively, of proppant through December 31, 2025.

As of March 31, 2026 and December 31, 2025, the agreements provide pricing and committed supply sources for the Company to purchas e 630,000 tons and 0 tons, respectively, of proppant through December 31, 2026.

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

Additionally, related proppant transload service commitments run through 2025.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

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

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

Included in the commitments for the remainder of 2025 are $ 1.4 million of payments expected to be made in the fourth 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.

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

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

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

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Note 15— Selected Quarterly Financial Data

The following tables summarizes consolidated changes in equity for the three months ended September 30, 2025 and 2024:

Balance—June 30, 2025 161,956 — $ 1,620 $ — $ 962,840 $ 1,084,192 $ ( 13,669 ) $ 2,034,983

$ 0.08 /share of Class A Common Stock dividend

— — — — — ( 13,279 ) — ( 13,279 )

Stock-based compensation expense — — — — 7,301 — — 7,301

Vesting of restricted stock units, net 11 — — — ( 18 ) — — ( 18 )

Currency translation adjustment — — — — — — ( 2,377 ) ( 2,377 )

Net income — — — — — 43,055 — 43,055

Balance—September 30, 2025 161,967 — $ 1,620 $ — $ 970,123 $ 1,113,968 $ ( 16,046 ) $ 2,069,665

Balance—June 30, 2024 165,332 $ — $ 1,653 $ — $ 1,027,939 $ 918,836 $ ( 11,533 ) $ 1,936,895

$ 0.07 /share of Class A Common Stock dividend

— — — — — ( 11,726 ) — ( 11,726 )

Share repurchases ( 1,939 ) — ( 19 ) — ( 39,331 ) — — ( 39,350 )

Excise tax on share repurchases — — — — ( 393 ) — — ( 393 )

Stock-based compensation expense — — — — 8,121 — — 8,121

Currency translation adjustment — — — — — — 1,647 1,647

Net income — — — — — 73,804 — 73,804

Balance—September 30, 2024 163,393 — 1,634 — 996,336 980,914 ( 9,886 ) $ 1,968,998

Note 15— Subsequent Events

Quarterly Dividend

On October 14, 2025, the Board approved a quarterly dividend of $ 0.09 per share of Class A Common Stock to be paid on December 18, 2025 to holders of record as of December 4, 2025.

On April 14, 2026, the Board approved a quarterly dividend of $ 0.09 per share of Class A Common Stock to be paid on June 18, 2026 to holders of record as of June 4, 2026.

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

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We assume no obligation to update any of these forward-looking 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 E&P companies.

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

We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of September 30, 2025.

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.

We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of March 31, 2026.

We provide our services primarily in the major oil and gas shale basins in North America and in the Northern Territory of Australia.

In early 2023, the Company launched Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications.

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

LPI was formed to support the Company’s transition towards our next generation digiFleets℠ and dual fuel fleets, as CNG fueling services can be limited in the market, yet critical to maintaining highly efficient well site operations.

Through the first nine months of 2025, 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.

On March 3, 2025, we 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 brings integrated capabilities across engineering design and development, construction management, enhanced software and monitoring systems, operations and marketing.

We believe the IMG Acquisition will strengthen LPI by incorporating IMG Energy Solutions’s advanced engineering designs, software control systems, utility interconnection experience and power marketing expertise.

Business Strategy and Technical Innovation

We also own and operate 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.

We believe technical innovation and strong relationships with our customer and supplier bases distinguish us from our competitors and are the foundations of our business.

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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 CO2e 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 service our customers.

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.

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.

Recent Trends and Outlook

In response to macroeconomic uncertainty, oil producers opted to moderate activity after outperforming production expectations during the first half of the year, however, current activity levels are below those required to sustain North American oil production.

Global oil oversupply is expected to peak during the first half of 2026 and many shale oil producers are targeting relatively flat oil production levels into 2026, which should require modest activity improvement from current levels sometime during the year to offset the natural declines of producing wells.

Long-term gas demand continues to be on a favorable trajectory, with significant expected demand from LNG export capacity expansion and broader power markets.

Together, this sets the backdrop for improving frac fundamentals later in 2026, assuming commodity prices remain supportive.

Lower industry activity and underutilized fleets in today’s frac markets are driving price pressure, primarily for conventional fleets.

This slowdown is accelerating equipment attrition and fleet cannibalization, setting the stage for a more constructive supply and demand balance of industry frac fleets in the future.

An improvement in frac activity coupled with tightening frac capacity would support better pricing dynamics.

Adjacent to the completions market, the Company expects increasing demand for power generation, as evidenced by large-scale long duration power commitments across the industry.

AI compute load represents a meaningful long-term growth opportunity, and broader electrification trends and industrial reshoring efforts are also driving incremental, steady base load demand.

At the same time, the grid is facing mounting reliability and capacity challenges driven by increased intermittent generation and a lack of investment in transmission infrastructure.

During the third quarter of 2025, the posted WTI price traded at an average of $65.78 per barrel (“Bbl”), as compared to the third quarter of 2024 average of $76.43 per Bbl, and the second quarter of 2025 average of $64.57 per Bbl.

In addition, during the the third quarter of 2025, the Henry Hub price traded at an average of $3.03 per one million British thermal units (“MMBtu”), as compared to the second quarter of 2025 average of $3.19 per MMBtu, and the third quarter of 2024 average of $2.11 per MMBtu.

Subsequent to September 30, 2025, the Henry Hub traded at an average of $3.27 per MMBtu through October 6, 2025.

The average domestic onshore rig count for the United States and Canada was 703 rigs reported in the third quarter of 2025, down from the average in the third quarter of 2024 of 772, and up from the average in the second quarter of 2025 of 686, according to a report from Baker Hughes.

The conflict in Iran has driven attacks on regional energy infrastructure and the unprecedented effective closure of the Strait of Hormuz, inducing higher oil prices in the near term and raising the prospect of a sustained increase in supply side risk premiums.

In parallel, global LNG markets may face multi-year constraints following recent attacks on Qatar’s Ras Laffan hub and other regional gas infrastructure.

Over the course of 2026, this dynamic may support structural tailwinds for North America, as global consumers reevaluate energy supply chains and diversify sourcing, with greater reliance on U.S.

and Canadian sourced oil and refined product supply.

Entering the year, frac markets were recalibrated for flattish activity expectations which should result in a tighter balance between the underlying supply of frac fleets to meet expected demand.

Pricing pressure and softer activity over the past few years led to accelerated equipment cannibalization, fleet attrition, and underinvestment in next generation technology.

The recent rise in oil prices is above early year expectations, and is expected to drive better E&P economics so long as such prices are sustained.

Related to power markets, U.S.

power demand estimates continue to accelerate, exemplified by ERCOT’s recent projections that Texas grid demand could quadruple by 2032.

This expansion may be met by a fundamental shift in the commercial landscape whereby hyperscalers are expected to increasingly rely on distributed power service providers to self-generate and bypass traditional grid constraints leading to greater demand for power generation capacity.

During the first quarter of 2026, the posted WTI price traded at an average of $72.74 per barrel (“Bbl”), as compared to the first quarter 2025 average of $71.78 per Bbl, and the fourth quarter of 2025 average of $59.62 per Bbl.

In addition, during the first quarter of 2026, the Henry Hub price traded at an average of $4.71 per one million British thermal units (“MMBtu”), as compared to the first quarter of 2025 average of $4.14 per MMBtu, and the fourth quarter of 2025 average of $3.71 per MMBtu.

Subsequent to March 31, 2026, the Henry Hub traded at an average of $2.83 per MMBtu and the WTI price traded at an average of $99.85 per Bbl through April 20, 2026.

The average domestic onshore rig count for the United States and Canada was 741 rigs reported in the first quarter of 2026, down from the average in the first quarter 2025 of 788, and up from the fourth quarter of 2025 of 709, according to a report from Baker Hughes.

Business Developments

Senior Convertible Notes Activity

In February 2026, we issued $770 million aggregate principal amount of 0% convertible senior notes due March 2031 (the “2031 Notes”), and in March 2026, we issued $525 million aggregate principal amount of 0% convertible senior notes due March 2032 (the “2032 Notes”).

Net proceeds from the offerings of the 2031 Notes and the 2032 Notes were $746 million and $511.3 million, respectively, after deducting the initial purchasers’ discounts and commissions and offering expenses paid by us.

Additionally, we entered into privately negotiated capped call transactions with respect to each of the 2031 Notes and the 2032 Notes with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of approximately $109.3 million and $77.2 million, respectively.

For more information on the 2031 Notes and the 2032 Notes, see Note 7—Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Amendment to Credit Agreement

We are party to that certain credit agreement, dated July 24, 2025 (the “Credit Agreement”), which provides for, among other things, a revolving credit facility with initial revolving commitments of $750 million, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory and certain power generating assets (the “Revolving Credit Facility”).

On February 3, 2026, we entered into the first amendment (the “Amendment”) to the Credit Agreement that, among other things, (i) permits the incurrence of new bridge loan indebtedness in an aggregate principal amount not to exceed $600 million (“Permitted Bridge Indebtedness”), which must be incurred on or prior to June 30, 2026 and have a scheduled maturity date not later than 365 days from the date of incurrence, (ii) subject to certain limitations and requirements, permits liens securing the Permitted Bridge Indebtedness, (iii) increases the basket for permitted convertible indebtedness from $300 million to $600 million, which basket is in addition to other baskets permitting the incurrence of such indebtedness, and (iv) amends the maturity date of the Revolving Credit Facility to provide that such maturity date will be accelerated to the date that is 91 days prior to the stated maturity of any outstanding Permitted Bridge Indebtedness if such Permitted Bridge Indebtedness is still outstanding on such date.

For more information on the Credit Agreement, see Note 7—Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Results of Operations

Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024

Three months ended September 30,

Description 2025 2024 Change

(in thousands)

Revenue $ 947,397 $ 1,138,578 $ (191,181)

Cost of services (exclusive of depreciation, depletion, and amortization shown separately below) 769,761 840,274 (70,513)

General and administrative 58,284 58,614 (330)

Depreciation, depletion, and amortization 122,981 126,395 (3,414)

(Gain) loss on disposal of assets, net (1,210) 6,017 (7,227)

Operating (loss) income (2,419) 107,278 (109,697)

Other (income) expense, net (57,451) 11,316 (68,767)

Net income before income taxes 55,032 95,962 (40,930)

Income tax expense 11,977 22,158 (10,181)

Net income 43,055 73,804 (30,749)

Our revenue decreased $191.2 million , or 17% , to $947.4 million for the three months ended September 30, 2025 compared to $1.1 billion for the three months ended September 30, 2024.

The decrease in revenue was primarily attributable to a decrease in service and materials pricing, along with reduced activity levels.

Cost of Services

Cost of services (exclusive of depreciation, depletion, and amortization) decreased $70.5 million , or 8% , to $769.8 million for the three months ended September 30, 2025 compared to $840.3 million for the three months ended September 30, 2024.

The decrease in expense was primarily related to decreases in material volumes and personnel costs commensurate with the decrease in activity levels.

General and Administrative

General and administrative expenses were consistent between periods, decreasing $0.3 million , or 1% , to $58.3 million for the three months ended September 30, 2025 compared to $58.6 million for the three months ended September 30, 2024.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization expense decreased $3.4 million , or 3% , to $123.0 million for the three months ended September 30, 2025 compared to $126.4 million for the three months ended September 30, 2024.

The decrease during the three months ended September 30, 2025 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.

(Gain) loss on Disposal of Assets, net

The Company recorded a gain on disposal of assets, net of $1.2 million for the three months ended September 30, 2025 compared to a $6.0 million loss for the three months ended September 30, 2024, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management.

Additionally, during the three months ended September 30, 2025, the Company received insurance proceeds related to losses recorded in prior periods.

Other (Income) Expense, net

The Company recognized other income, net of $57.5 million for the three months ended September 30, 2025 compared to $11.3 million expense, net for the three months ended September 30, 2024.

Other (income) expense, net is comprised of gain on investments, net of $68.4 million related to investments in equity securities measured at fair value for the three months ended September 30, 2025, compared to $2.7 million loss, net during the three months ended September 30, 2024.

Additionally, interest expense, net increased $2.3 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases.

Income Tax Expense

The Company recognized income tax expense of $12.0 million for the three months ended September 30, 2025, an effective rate of 21.8%, compared to $22.2 million for the three months ended September 30, 2024, an effective rate of 23.1%.

The decrease in income tax expense was primarily attributable to the decrease in net income before income taxes, as discussed above.

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

Nine months ended September 30,

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

Three months ended March 31,

Description 2026 2025 Change

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Depreciation, depletion, and amortization 114,059 127,742 (13,683)

Loss on disposal of assets, net 7,766 6,105 1,661

(Gain) loss on disposal of assets, net (18,513) 3,345 (21,858)

Operating income 22,278 18,172 4,106

Other (income) expense, net (125,276) 19,241 (144,517)

Other income, net (9,585) (9,745) 160

Net income before income taxes 31,863 27,917 3,946

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Net income 22,558 20,111 2,447

Our revenue decreased $404.2 million, or 12%, to $3.0 billion for the nine months ended September 30, 2025 compared to $3.4 billion for the nine months ended September 30, 2024.

The decrease in revenue was primarily attributable to a decrease in service and materials pricing, along with moderately reduced activity levels.

Our revenue increased $43.7 million , or 4% , to $1.0 billion for the three months ended March 31, 2026 compared to $1.0 billion for the three months ended March 31, 2025.

The increase in revenue was primarily driven by higher activity levels and improved utilization, partially offset by pricing declines in line with market conditions.

Cost of Services

Cost of services (exclusive of depreciation, depletion, and amortization) decreased $115.3 million, or 5%, to $2.3 billion for the nine months ended September 30, 2025 compared to $2.5 billion for the nine months ended September 30, 2024.

The decrease in expense was primarily related to decreases in materials costs, partially offset by increased personnel costs.

Cost of services (exclusive of depreciation, depletion, and amortization) increased $82.2 million , or 11% , to $843.8 million for the three months ended March 31, 2026 compared to $761.6 million for the three months ended March 31, 2025.

The increase in expense was primarily related to increases in parts and material volumes and personnel costs commensurate with the increase in activity levels.

General and Administrative

General and administrative expenses increased $13.1 million, or 8%, to $182.4 million for the nine months ended September 30, 2025 compared to $169.3 million for the nine months ended September 30, 2024.

The increase was primarily attributable to increased stock-based compensation expense recognized during the first quarter of 2025 in connection with the resignation of Christopher A.

Wright, the Company’s previous Chief Executive Officer and Chairman of the Board, from the Company upon his confirmation to the Secretary of Energy of the United States.

General and administrative expenses decreased $6.2 million , or 9% , to $59.5 million for the three months ended March 31, 2026 compared to $65.8 million for the three months ended March 31, 2025, primarily due to additional stock-based compensation expense recognized during the three months ended March 31, 2025 in connection with the resignation of the Company’s previous Chief Executive Officer.

Transaction and Other Costs

Transaction and other costs were $0.8 million for the nine months ended September 30, 2025, with no such costs recorded for the nine months ended September 30, 2024, for costs related to the IMG Acquisition.

The Company did not record any transaction and other costs during the three months ended March 31, 2026, compared to $0.8 million for the three months ended March 31, 2025.

See Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization expense increased $7.2 million, or 2%, to $380.1 million for the nine months ended September 30, 2025 compared to $372.9 million for the nine months ended September 30, 2024.

The increase in 2025 was due to additional finance leases entered into since the prior period for heavy equipment.

Loss on disposal of assets, net

The Company recognized a loss on disposal of assets, net of $7.8 million for the nine months ended September 30, 2025 compared to $6.1 million for the nine months ended September 30, 2024, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management.

Depreciation, depletion, and amortization expense decreased $13.7 million , or 11% , to $114.1 million for the three months ended March 31, 2026 compared to $127.7 million for the three months ended March 31, 2025.

The decrease during the three months ended March 31, 2026 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.

(Gain) loss on Disposal of Assets, net

The Company recorded a gain on disposal of assets, net of $18.5 million for the three months ended March 31, 2026 compared to a $3.3 million loss for the three months ended March 31, 2025, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management.

Additionally, during the three months ended March 31, 2026, the Company received insurance proceeds related to losses recorded in prior periods.

Other (Income) Expense, net

The Company recognized other income, net of $125.3 million for the nine months ended September 30, 2025 compared to $19.2 million expense, net for the nine months ended September 30, 2024.

Other (income) expense, net is comprised of gain on investments, net of $155.9 million related to investments in equity securities measured at fair value for the nine months ended September 30, 2025, compared to a $4.5 million gain on investments during the nine months ended September 30, 2024.

Interest expense, net increased $6.4 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases.

Additionally, interest income—related party decreased $0.5 million related to a note receivable agreement executed in December 2022, amended in August 2023, and fully collected in March 2024.

The Company recognized other income, net of $9.6 million for the three months ended March 31, 2026 compared to $9.7 million for the three months ended March 31, 2025.

Other (income) expense, net is comprised of gain on investments, net of $17.3 million related to investments in equity securities measured at fair value for the three months ended March 31, 2026, compared to $19.3 million during the three months ended March 31, 2025.

Additionally, interest expense, net decreased $1.8 million primarily as a result of the paydown of the Company’s balance on the Revolving Credit Facility in connection with the issuance of the 2031 Notes and 2032 Notes, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s outstanding financing agreements.

Income Tax Expense

The Company recognized income tax expense of $43.9 million for the nine months ended September 30, 2025, an effective rate of 24.7%, compared to $81.2 million for the nine months ended September 30, 2024, an effective rate of 23.5%.

The decrease in income tax expense was primarily attributable to the decrease in net income before income taxes, as discussed above.

The Company recognized income tax expense of $9.3 million for the three months ended March 31, 2026, an effective rate of 29.2%, compared to $7.8 million for the three months ended March 31, 2025, an effective rate of 28.0%.

The increase in income tax expense was primarily attributable to the increase in net income before income taxes, as discussed above.

Comparison of Non-GAAP Financial Measures

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We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.

Our Board, management, investors, and lenders use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, depletion, and amortization) and other items that impact the comparability of financial results from period to period.

Our Board of Directors (the “Board”), management, investors, and lenders use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, depletion, and amortization) and other items that impact the comparability of financial results from period to period.

We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

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The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP financial measure for the periods presented:

Three and Nine Months Ended September 30, 2025, Compared to Three and Nine Months Ended September 30, 2024:

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025:

EBITDA and Adjusted EBITDA

Three Months Ended September 30, Nine Months Ended September 30,

Description 2025 2024 Change 2025 2024 Change

Three Months Ended March 31,

Description 2026 2025 Change

(in thousands)

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(Gain) loss on disposal of assets, net (18,513) 3,345 (21,858)

(Gain) loss on investments, net (68,353) 2,727 (71,080) (155,883) (4,474) (151,409)

Gain on investments, net (17,316) (19,288) 1,972

Transaction and other costs — 811 (811)

Provision for credit losses 1,026 — 1,026 1,653 — 1,653

Adjusted EBITDA $ 125,850 $ 168,150 $ (42,300)

EBITDA was $188.9 million for the three months ended September 30, 2025 compared to $230.9 million for the three months ended September 30, 2024.

Adjusted EBITDA was $127.7 million for the three months ended September 30, 2025 compared to $247.8 million for the three months ended September 30, 2024.

The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and changes in activity levels in 2025 as described above under the captions Revenue , Cost of Services , and General and Administrative for the Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024 .

EBITDA was $588.8 million for the nine months ended September 30, 2025 compared to $741.9 million for the nine months ended September 30, 2024.

Adjusted EBITDA was $476.6 million for the nine months ended September 30, 2025 compared to $765.9 million for the nine months ended September 30, 2024.

The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and changes in activity levels in 2025 as described above under the captions Revenue , Cost of Services , and General and Administrative for the Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024 .

EBITDA was $153.7 million for the three months ended March 31, 2026 compared to $165.2 million for the three months ended March 31, 2025.

Adjusted EBITDA was $125.9 million for the three months ended March 31, 2026 compared to $168.2 million for the three months ended March 31, 2025.

The decreases in EBITDA and Adjusted EBITDA primarily resulted from the increase in costs of services out pacing the increase in revenue due to increased materials pricing and personnel costs, offset by a decrease in general and administrative expenses for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Liquidity and Capital Resources

Our primary sources of liquidity consist of cash flows from operations and borrowings under our Revolving Credit Facility.

While we believe that we can fund operations and current organic growth plans with these sources, we monitor the availability and cost of capital resources such as equity, debt, and lease financings that could be leveraged for current or future financial obligations including those related to acquisitions, capital expenditures, working capital, and other liquidity requirements.

We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities that we pursue, including our expansion into the distributed power business and potential acquisitions.

Specifically, we plan to raise significant funds through debt, equity or strategic alliances to support our current planned expansion of our power business.

Our primary uses of capital have been capital expenditures to support growth, both organic and through acquisitions, and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.

Cash and cash equivalents decreased by $6.5 million to $13.5 million as of September 30, 2025 compared to $20.0 million as of December 31, 2024, while working capital excluding cash and current liabilities under debt and lease arrangements increased $64.0 million.

As of September 30, 2025, the Company was party to the Credit Agreement, which provides for a revolving line of credit up to $750.0 million.

The Credit Agreement is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory available to finance working capital needs.

As of September 30, 2025, the borrowing base was calculated to be $399.1 million, and the Company had $253.0 million outstanding, in addition to letters of credit in the amount of $14.0 million, with $132.1 million of remaining availability.

Our primary sources of liquidity consist of proceeds from the offering of the 2031 Notes and the 2032 Notes, cash flows from operations, borrowings under our credit facilities, and finance leases for certain equipment.

While we believe that these sources are adequate for our current liquidity needs, we monitor the availability and cost of capital resources such as equity, debt, and lease financings that could be leveraged for current or future financial obligations including those related to organic growth, acquisitions, capital expenditures, working capital, and other liquidity requirements.

During the quarter ended March 31, 2026, we issued the 2031 Notes and the 2032 Notes for net proceeds of $746.0 million and $511.3 million, respectively, after deducting the initial purchasers’ discount and commissions and offering expenses paid by us.

We also entered into privately negotiated capped call transactions with respect to each of the 2031 Notes and the 2032 Notes with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of approximately $109.3 million and $77.2 million, respectively.

Refer to Note 7— Debt to the accompanying unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to the 2031 Notes and the 2032 Notes.

We plan to raise funds, and may incur additional debt, through project specific financing including non-recourse debt, and co-investments or equity to support the expansion of our distributed power business.

Cash and cash equivalents increased by $671.6 million to $699.1 million as of March 31, 2026 compared to $27.6 million as of December 31, 2025, while working capital excluding cash and current liabilities under debt and lease arrangements increased $87.4 million.

As of March 31, 2026, the Company was party to the Credit Agreement, which provides for a revolving line of credit up to $750.0 million.

The Credit Agreement is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory and certain power generating assets available to finance working capital needs.

The Company used a portion of the net proceeds from the offering of the 2031 Notes to repay all indebtedness outstanding under the Revolving Credit Facility, excluding letters of credit.

As of March 31, 2026, the borrowing base was calculated to be $508.9 million, and the Company had no amounts outstanding, excluding letters of credit in the amount of $19.4 million, with $489.5 million of remaining availability.

The Credit Agreement contains financial covenants that we are required to maintain, in addition to covenants that restrict our ability to take certain actions.

As of September 30, 2025, we were in compliance with all debt covenants.

Effective July 24, 2025, (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.

Furthermore, also effective July 24, 2025, the Borrowers, the Company, JPMorgan Chase Bank, N.A.

and other lender parties thereto entered into 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.

As of March 31, 2026, we were in compliance with all debt covenants.

See Note 7 —Debt to the accompanying unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.

We have no material off balance sheet arrangements as of September 30, 2025, except for purchase commitments under supply agreements as disclosed above under Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.

We have no material off balance sheet arrangements as of March 31, 2026, except for purchase commitments under supply agreements as disclosed above under Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.

As such, we are not materially exposed to any other financing, liquidity, market, or credit risk that could arise if we had engaged in such financing arrangements.

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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.

The Company did not repurchase or retire any shares of Class A Common Stock under the share repurchase program during the three months ended September 30, 2025.

During the nine months ended September 30, 2025, Company repurchased and retired shares of Class A Common Stock for $24.0 million under the share repurchase program.

The Company did not repurchase or retire any shares of Class A Common Stock under the share repurchase program during the three months ended March 31, 2026.

During the three months ended March 31, 2025, Company repurchased and retired shares of Class A Common Stock for $24.0 million under the share repurchase program.

The following table summarizes our cash flows for the periods indicated:

Nine Months Ended September 30,

Three Months Ended March 31,

Description 2026 2025 Change

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(137,343) (106,175) (31,168)

Net cash used in financing activities

Net cash provided by financing activities

800,629 (81,849) 882,478

Analysis of Cash Flow Changes Between the Nine Months Ended September 30, 2025 and 2024

Analysis of Cash Flow Changes Between the Three Months Ended March 31, 2026 and 2025

Operating Activities .

Net cash provided by operating activities was $414.2 million for the nine month s ended September 30, 2025, compared to $652.1 million for the nine months ended September 30, 2024.

The $237.9 million decrease in cash from operating activities is attributable to a $404.2 million decrease in revenues, net of a $189.7 million decrease in cash operating expenses, interest expense, net, and income tax expense, and a $34.0 million decrease in cash from changes in working capital for the nine months ended September 30, 2025, compared to a $10.6 million decrease in cash from changes in working capital for the nine months ended September 30, 2024.

Net cash provided by operating activities was $8.4 million for the three month s ended March 31, 2026, compared to $192.1 million for the three months ended March 31, 2025.

The $183.7 million decrease in cash from operating activities is attributable to a $112.7 million decrease in cash from changes in working capital for the three months ended March 31, 2026, compared to a $39.8 million increase in cash from changes in working capital for the three months ended March 31, 2025.

Additionally cash from operating activities decreased due to a $74.9 million increase in cash operating expenses, interest expense, net, and income tax expense, offset by a $43.7 million increase in revenues.

Investing Activities .

Net cash used in investing activities was $302.3 million for the nine months ended September 30, 2025, compared to $455.0 million for the nine months ended September 30, 2024.

Cash used in investing activities was lower during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 primarily due to a $57.4 million decrease in new equipment purchases and capitalized maintenance of existing equipment, as well as proceeds of

$80.8 million from the sale of shares of Oklo, higher proceeds from the sale of assets and a decrease in capital expenditures, including acquisitions.

During the nine months ended September 30, 2025, the Company acquired IMG Energy Solutions for total cash consideration of approximately $15.2 million , net of cash received, after closing adjustments.

Net cash used in investing activities was $137.3 million for the three months ended March 31, 2026, compared to $106.2 million for the three months ended March 31, 2025.

Cash used in investing activities was higher during the three months ended March 31, 2026, compared to the three months ended March 31, 2025 primarily due to a $23.1 million increase in new equipment purchases and capitalized maintenance of existing equipment and a decrease in the proceeds on sale of equity securities of $29.9 million.

Additionally the increase in cash used in investing activities is due to the Tamboran shares purchased during the three months ended March 31, 2026 of $3.9 million, offset by the cash used for the acquisition of IMG Energy Solutions of $15.2 million in the three months ended March 31, 2025, as well as a increase of $10.5 million in cash proceeds from the sale of assets.

Refer to Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to the IMG Acquisition.

Financing Activities .

Net cash used in financing activities was $118.6 million for the nine months ended September 30, 2025, compared to $210.8 million for the nine months ended September 30, 2024.

The $92.2 million decrease in cash used in financing activities was primarily due to $79.5 million increase in net borrowings and a $74.2 million decrease in share repurchases, offset by a $35.6 million increase in cash paid under the TRA liability, a $19.6 million increase in cash paid for finance leases, a $4.7 million increase in debt issuance costs, and $4.6 million increase in dividends paid.

Net cash provided by financing activities was $800.6 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $81.8 million for the three months ended March 31, 2025.

The $882.5 million increase in cash provided by financing activities was primarily due to an increase in net borrowing activities of $826.0 million which includes the initial cash received from the 2031 Notes and the 2032 Notes, purchase of capped calls, net borrowings under the Caterpillar Agreement, net borrowings and repayments on the Revolving Credit Facility, and payment of debt issuance costs.

Additionally, there was a $24.0 million decrease in share repurchases, a $32.9 million decrease in cash paid under the TRA liability, and a $5.8 million decrease in tax withholdings for RSUs offset by a $4.7 million increase in cash paid for finance leases and a $1.4 million increase in dividends paid.

Cash Requirements

Our material uses of cash consist primarily of obligations under long-term debt on the Revolving Credit Facility, TRAs, finance and operating leases for property and equipment, cash used to pay for repurchases of, and dividends on, shares of our Class A Common Stock, and purchase obligations as part of normal operations and our expansion into the distributed power business.

Certain amounts included in our contractual obligations as of September 30, 2025 are based on our estimates and assumptions about these obligations, including pricing, volumes, and duration.

We have no material off balance sheet arrangements as of September 30, 2025, except for purchase commitments for generation assets to support our distributed power business and under sand supply agreements of which $20.3 million is payable within 2025, and $3.9 million is payable thereafter.

Our material uses of cash consist primarily of obligations under long-term debt including the 2032 Notes, 2031 Notes and the Revolving Credit Facility, TRAs, finance and operating leases for property and equipment, cash used to pay for repurchases of, and dividends on, shares of our Class A Common Stock, and purchase obligations as part of normal operations and our expansion into the distributed power business.

During the quarter ended March 31, 2026, the Company issued $770.0 million aggregate principal amount and $525.0 million aggregate principal amount of the 2031 Notes and the 2032 Notes, respectively.

See Note 7 —Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Certain amounts included in our contractual obligations as of March 31, 2026 are based on our estimates and assumptions about these obligations, including pricing, volumes, and duration.

We have no material off balance sheet arrangements as of March 31, 2026, except for purchase commitments for generation assets to support our distributed power business and under sand supply agreements of which $30.0 million is payable within 2026, and $0.0 million is payable thereafter.

See Note 14 —Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for information regarding scheduled contractual sand supply obligations.

During the three and nine months ended September 30, 2025, the Company expanded its equipment lease facilities resulting in the addition of $37.3 million and $87.9 million in new finance lease obligations, respectively.

The terms on these new leases range from three to five years.

There have been no other material changes to cash requirements since the year ended December 31, 2025.

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The Company is also subject to Canada and Australia federal and provincial income tax on its foreign operations.

The effective global income tax rate applicable to the Company for the nine months ended September 30, 2025 was 24.7% compared to 23.5%, for the period ended September 30, 2024.

The effective global income tax rate applicable to the Company for the three months ended March 31, 2026 was 29.2% compared to 28.0%, for the period ended March 31, 2025.

The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to state income taxes in the states the Company operates, nondeductible executive compensation, as well as GILTI inclusions from the Company’s foreign operations, partially offset by U.S.

federal income tax credits.

The Company recognized an income tax expense of $12.0 million and $43.9 million during the three and nine months ended September 30, 2025, respectively, and $22.2 million and $81.2 million for the three and nine months ended September 30, 2024, respectively.

The Company recognized an income tax expense of $9.3 million and $7.8 million during the three months ended March 31, 2026, and 2025 respectively.

As of September 30, 2025 and December 31, 2024, the Company’s net deferred tax liabilities were $180.9 million and $137.7 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company’s net deferred tax liabilities were $162.9 million and $195.6 million, respectively.

Refer to Note 11— Income Taxes to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to income tax expense.

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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-Q

Item 1. Financial Statements