Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plans
During the quarter ended June 30, 2026, none of our directors or Section 16 officers informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
Entry into a Material Definitive Agreement
Supply Contract for Power Generation Equipment
On July 22, 2026, Liberty Advanced Equipment Technologies LLC (the “Purchaser”), a wholly owned subsidiary of Liberty Energy Inc. (the “Company”), entered into an equipment supply contract with Caterpillar Inc. (“Caterpillar”) for the purchase of power generation equipment, including engines and certain balance of plant equipment (collectively, the “Equipment”), for the Company’s prospective data center and other distributed power projects (the “Supply Contract”). The Supply Contract has a purchase price of approximately $801 million (the “Contract Price”). The Contract Price does not include any import taxes, import duties, customs duties, tariffs, and other similar charges, which are payable by the Purchaser to the extent due.
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The payment schedule for the Contract Price includes a payment due at the time of ordering the Equipment with the remaining payments being made in installments in connection with the assembly and delivery of the Equipment. Delivery of the Equipment is scheduled to occur beginning in 2027 through early 2029.
The Supply Contract provides that Caterpillar has limited its liability under specified conditions and that Caterpillar is subject to paying liquidated damages under certain conditions for failure to achieve delivery milestones and performance guarantees. The Purchaser may terminate the Supply Contract with respect to individual engines for continued failure to achieve delivery milestones, and for convenience subject to payment of defined cancellation charges. In addition, either party may terminate the Supply Contract for material breach and may be entitled to receive refunds, termination payments, and/or damages.
The foregoing description of the Supply Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Contract, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
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Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1 Second Amended and Restated Certificate of Incorporation of Liberty Energy Inc. (1)
3.2 Third Amended and Restated Bylaws of Liberty Energy Inc. (1)
10.1 Supply Contract, dated May 1, 2026, by and between Liberty Advanced Equipment Technologies LLC and Bergen Engines AS ***+
10.2 Supply Contract, dated May 1, 2026, by and between Liberty Advanced Equipment Technologies LLC and Bergen Engines AS ***+
10.3 Supply Contract, dated June 22, 2026, by and between Liberty Advanced Equipment Technologies LLC and Wärtsilä North America, Inc. ***+
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95 Mine Safety Disclosure *
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
(1) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q, filed on July 25, 2025.
* Filed herewith.
** Furnished herewith.
*** Portions of this exhibit have been redacted because the company has determined that the redacted information is not material and is the type that the company treats as private or confidential
+ Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Ron Gusek
Date: July 23, 2026 By: Ron Gusek
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Stock
Date: July 23, 2026 By: Michael Stock
Chief Financial Officer (Principal Financial Officer)
/s/ Ryan T. Gosney
Date: July 23, 2026 By: Ryan T. Gosney
Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)
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