What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-10-22 compared with 2026-07-23 · 273 added, 272 removed, 750 unchanged (42% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share data)

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Current assets:

33 unchanged sentences

Common Stock:

Class A, $ 0.01 par value, 400,000,000 shares authorized and 163,191,416 issued and outstanding as of June 30, 2026 and 161,979,222 issued and outstanding as of December 31, 2025

Class A, $ 0.01 par value, 400,000,000 shares authorized and 163,191,416 issued and outstanding as of September 30, 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 June 30, Six Months Ended June 30,

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

2026 2025 2026 2025

9 unchanged sentences

Total operating costs and expenses 1,176,852 949,816 3,351,638 2,914,553

Operating income 12,716 37,073 34,994 55,245

Operating income (loss) 19,304 ( 2,419 ) 54,298 52,826

Other (income) expense:

Gain on investments, net ( 42,913 ) ( 68,242 ) ( 60,229 ) ( 87,530 )

Loss (gain) on investments, net 62,892 ( 68,353 ) 2,663 ( 155,883 )

Interest expense, net 5,898 10,902 16,983 30,607

Total other income, net ( 39,559 ) ( 58,080 ) ( 49,144 ) ( 67,825 )

Net income before income taxes 52,275 95,153 84,138 123,070

Income tax expense 9,154 24,137 18,459 31,943

Net income $ 43,121 $ 71,016 $ 65,679 $ 91,127

Net income per common share:

Total other (income) expense, net 68,790 ( 57,451 ) 19,646 ( 125,276 )

Net (loss) income before income taxes ( 49,486 ) 55,032 34,652 178,102

Income tax (benefit) expense ( 10,423 ) 11,977 8,036 43,920

Net (loss) income $ ( 39,063 ) $ 43,055 $ 26,616 $ 134,182

Net (loss) income per common share:

Basic $ ( 0.24 ) $ 0.27 $ 0.16 $ 0.83

7 unchanged sentences

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

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

2026 2025 2026 2025

Net income $ 43,121 $ 71,016 $ 65,679 $ 91,127

Net (loss) income $ ( 39,063 ) $ 43,055 $ 26,616 $ 134,182

Other comprehensive (loss) income

Foreign currency translation 461 ( 2,377 ) ( 5,044 ) 3,705

Comprehensive income $ 39,444 $ 77,027 $ 60,174 $ 97,209

Comprehensive (loss) income $ ( 38,602 ) $ 40,678 $ 21,572 $ 137,887

See Notes to Condensed Consolidated Financial Statements.

6 unchanged sentences

— — — — — ( 44,366 ) — ( 44,366 )

Excise tax on share repurchases — — — — — — — —

Purchase of capped calls related to convertible senior notes, net of deferred tax impact — — — — ( 144,060 ) — — ( 144,060 )

3 unchanged sentences

Net income — — — — — 26,616 — 26,616

Balance—June 30, 2026 163,191 — $ 1,632 $ — $ 832,973 $ 1,148,516 $ ( 19,367 ) $ 1,963,754

Balance—September 30, 2026 163,191 — $ 1,632 $ — $ 842,975 $ 1,094,997 $ ( 18,906 ) $ 1,920,698

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 — — — — — 134,182 — 134,182

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

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

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

5 unchanged sentences

Deferred income tax expense 8,036 42,107

Gain on investments, net ( 60,229 ) ( 87,530 )

Loss (gain) on investments, net 2,663 ( 155,883 )

Cash return on equity method investment 2,889 3,606

33 unchanged sentences

714,280 ( 118,588 )

Net increase in cash and cash equivalents before translation effect 528,883 ( 669 )

Net increase (decrease) in cash and cash equivalents before translation effect 92,049 ( 6,752 )

Translation effect on cash ( 630 ) 222

4 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosure of cash flow information:

3 unchanged sentences

Capital expenditures included in accounts payable and accrued liabilities $ 91,339 $ 70,986

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

Capital expenditures reclassified from finance lease right-of-use assets $ — $ 907

See Notes to Condensed Consolidated Financial Statements.

12 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 June 30, 2026 and December 31, 2025, the results of operations and equity of the Company as of and for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025.

The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of September 30, 2026 and December 31, 2025, the results of operations and equity of the Company as of and for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 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 six months ended June 30, 2026 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2026.

The results of operations for the three and nine months ended September 30, 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.

12 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 and is not expected to have a material impact on the Company’s financial statements.

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

Internal-Use Software

33 unchanged sentences

Inventories consist of the following:

June 30, December 31,

September 30, December 31,

($ in thousands) 2026 2025

5 unchanged sentences

Property and equipment consist of the following:

(in years) June 30, December 31,

($ in thousands) 2026 2025

useful lives September 30, December 31,

($ in thousands) (in years) 2026 2025

Land N/A $ 27,063 $ 26,466

16 unchanged sentences

Property and equipment, net $ 2,775,804 $ 2,054,185

During the three months ended June 30, 2026 and 2025, the Company recognized depreciation expense of $ 99.7 million and $ 111.8 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company recognized depreciation expense of $ 199.2 million and $ 222.7 million, respectively.

Depletion expense for each of the three months ended June 30, 2026 and 2025 was $ 0.3 million.

Depletion expense for each of the six months ended June 30, 2026 and 2025 was $ 0.6 million.

As of June 30, 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 June 30, 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 six months ended June 30, 2026.

During the three months ended September 30, 2026 and 2025, the Company recognized depreciation expense of $ 99.4 million and $ 104.6 million, respectively.

During the nine months ended September 30, 2026 and 2025, the Company recognized depreciation expense of $ 298.6 million and $ 327.2 million, respectively.

Depletion expense for the three months ended September 30, 2026 and 2025 was $ 0.2 million and $ 0.3 million, respectively.

Depletion expense for the nine months ended September 30, 2026 and 2025 was $ 0.8 million and $ 0.9 million, respectively.

As of September 30, 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 September 30, 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 nine months ended September 30, 2026.

Note 5— Leases

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

The components of lease expense for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30, Six Months Ended June 30,

The components of lease expense for the three and nine months ended September 30, 2026 and 2025 were as follows:

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

($ in thousands) 2026 2025 2026 2025

6 unchanged sentences

Total lease cost, net $ 27,625 $ 31,610 $ 85,591 $ 91,664

Sup plemental cash flow and other information related to leases for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Sup plemental cash flow and other information related to leases for the three and nine months ended September 30, 2026 and 2025 were as follows:

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

($ in thousands) 2026 2025 2026 2025

5 unchanged sentences

Finance leases 15,013 37,261 22,791 87,885

Lease terms and discount rates as of June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026 December 31, 2025

Lease terms and discount rates as of September 30, 2026 and December 31, 2025 were as follows:

September 30, 2026 December 31, 2025

Weighted-average remaining lease term:

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Future minimum lease commitments as of June 30, 2026 are as follows:

Future minimum lease commitments as of September 30, 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 June 30, 2026 is $ 13.0 million;

For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of September 30, 2026 is $ 13.4 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 June 30, 2026 and December 31, 2025 were as follows:

($ in thousands) June 30, 2026 December 31, 2025

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, 2026 and December 31, 2025 were as follows:

($ in thousands) September 30, 2026 December 31, 2025

Equipment leased to others - at original cost $ 158,329 $ 158,716

1 unchanged sentence

Equipment leased to others - net $ 87,337 $ 99,417

Future payments receivable for long-term non-cancelable operating leases as of June 30, 2026 are as follows:

Future payments receivable for long-term non-cancelable operating leases as of September 30, 2026 are as follows:

($ in thousands)

Remainder of 2026 $ 130

Revenues from operating leases for the three and six months ended June 30, 2026 were $ 3.8 million and $ 9.3 million, respectively.

Revenues from operating leases for the three and six months ended June 30, 2025 were $ 14.6 million and $ 28.1 million, respectively.

Revenues from operating leases for the three and nine months ended September 30, 2026 were $ 4.4 million and $ 13.7 million, respectively.

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

LIBERTY ENERGY INC.

2 unchanged sentences

Accrued liabilities consist of the following:

($ in thousands) June 30, 2026 December 31, 2025

($ in thousands) September 30, 2026 December 31, 2025

Accrued vendor invoices $ 103,597 $ 86,952

3 unchanged sentences

Debt consists of the following:

June 30, December 31,

($ in thousands) 2026 2025

($ in thousands) September 30, 2026 December 31, 2025

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

Term Loan outstanding 29,217 16,680

Revolving Line of Credit — 230,000

Revolving Credit Facility — 230,000

Deferred financing costs ( 33,645 ) ( 73 )

3 unchanged sentences

Total debt, net of deferred financing costs $ 1,290,572 $ 246,607

For the three months ended June 30, 2026 and June 30, 2025 the Company had amortization expense on the deferred financing costs of $ 2.2 million and $ 0.2 million, respectively.

For the six months ended June 30, 2026 and June 30, 2025 the Company had amortization expense on the deferred financing costs of $ 3.2 million and $ 0.4 million, respectively.

For the three months ended September 30, 2026 and September 30, 2025, the Company had amortization expense on the deferred financing costs of $ 2.2 million and $ 0.3 million, respectively.

For the nine months ended September 30, 2026 and September 30, 2025, the Company had amortization expense on the deferred financing costs of $ 5.4 million and $ 0.7 million, respectively.

2031 Convertible Senior Notes and Capped Call Transactions

17 unchanged sentences

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 June 30, 2026.

The Company was in compliance with all covenants as of September 30, 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.

2 unchanged sentences

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 condensed consolidated balance sheets as of June 30, 2026, with no remeasurement in subsequent periods as it meets the tax integration criteria for equity classification.

The capped call transactions related to the 2031 Notes are included in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets as of September 30, 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.

22 unchanged sentences

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 June 30, 2026.

The Company was in compliance with all covenants as of September 30, 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.

2 unchanged sentences

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 condensed consolidated balance sheets as of June 30, 2026, with no remeasurement in subsequent periods as it meets the tax integration criteria for equity classification.

The capped call transactions related to the 2032 Notes are included in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2026, with no remeasurement in subsequent periods as it meets the tax integration criteria for equity classification.

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

7 unchanged sentences

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 an interest rate that resets periodically based on the applicable base rate plus a spread.

As of June 30, 2026 and December 31, 2025 the Company had $ 32.3 million and $ 16.7 million, respectively, outstanding under the Caterpillar Agreement with maturity dates ranging from January 1, 2029 to July 1, 2029.

The net book value of assets

As of September 30, 2026 and December 31, 2025, the Company had $ 29.2 million and $ 16.7 million, respectively, outstanding under the Caterpillar Agreement with maturity dates ranging from January 1, 2029 to July 1, 2029.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

pledged as collateral under this agreement totaled less than 5 % of the Company’s field service equipment as of June 30, 2026 and December 31, 2025, respectively.

Borrowings, under the Caterpillar Agreement as of June 30, 2026 and December 31, 2025 incurred interest at a weighted average rate of 6.5 % and 6.6 %, respectively.

value of assets pledged as collateral under this agreement totaled less than 5 % of the Company’s field service equipment as of September 30, 2026 and December 31, 2025, respectively.

Borrowings, under the Caterpillar Agreement incurred interest at a weighted average rate of 6.6 % as of September 30, 2026 and December 31, 2025.

Credit Agreement

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”).

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.

As of June 30, 2026, the Company had not incurred any Permitted Bridge Indebtedness, and as a result, no future Permitted Bridge Indebtedness may be incurred pursuant thereto.

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, inventory and certain power generating assets (the “Revolving Credit Facility”).

On February 3, 2026, the Company entered into the first 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.

As of September 30, 2026, the Company had not incurred any Permitted Bridge Indebtedness, and as a result, no future Permitted Bridge Indebtedness may be incurred pursuant thereto.

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.

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, inventory and certain power generating assets.

As of June 30, 2026, the borrowing base was calculated to be $ 467.7 million, and the Company had no borrowings outstanding, excluding letters of credit in the amount of $ 19.4 million, with $ 448.3 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 Credit Agreement provides for a revolving credit facility with commitments of $ 750.0 million, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory and certain power generating assets.

As of September 30, 2026, the borrowing base was calculated to be $ 580.1 million.

As of September 30, 2026, the Company had no borrowings outstanding, and had letters of credit in the amount of $ 30.2 million, with $ 549.9 million of remaining availability.

Borrowings under the Revolving Credit Facility bear interest at Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable SOFR margin of 2.0 % to 2.25 % or applicable base rate margin of 1.0 % to 1.25 %, depending on the Company’s most recent leverage ratio, as defined in the Credit Agreement.

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

Borrowings as of December 31, 2025 incurred interest at a weighted average rate of 6.6 %, and there were no borrowings outstanding as of June 30, 2026 under the Credit Agreement.

Borrowings as of December 31, 2025 incurred interest at a weighted average rate of 6.6 %, and there were no borrowings outstanding as of September 30, 2026 under the Revolving Credit Facility.

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

3 unchanged sentences

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.

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 June 30, 2026.

Prior to the Second Amendment (defined below), the Credit Agreement was subject to certain financial covenants, including maintaining a leverage ratio, as defined in the Credit Agreement of not more than 3.5 to 1.0.

The Credit Agreement also requires a senior leverage ratio of not more than 2.5 to 1.0, as defined in the Credit Agreement and 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.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

On October 20, 2026, the Company entered into the second amendment to the Credit Agreement (the "Second Amendment") which, effective September 30, 2026, temporarily increases the maximum permitted leverage ratio from 3.50 to 1.00 to 4.50 to 1.00 for the fiscal quarters ending September 30, 2026 through March 31, 2027, with step-downs to 4.25 to 1.00 for the fiscal quarter ending June 30, 2027, 4.00 to 1.00 for fiscal quarter ending September 30, 2027, and 3.75 to 1.00 for the fiscal quarter ending December 31, 2027, before returning to 3.50 to 1.00 for each fiscal quarter ending on or after March 31, 2028.

The Second Amendment also removed the $ 25.0 million limitation on the deduction of unrestricted cash and cash equivalents in calculating the leverage ratio and senior leverage ratio for purposes of testing compliance with such financial covenants when no loans are outstanding.

The Company was in compliance with these covenants, as amended by the Second Amendment as of September 30, 2026.

Retired Credit Facility

4 unchanged sentences

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.

Effective July 24, 2025 the ABL Facility was repaid in full and all commitments released.

Maturities of debt are as follows:

17 unchanged sentences

Transfers occur at the end of the reporting period.

No transfers between Levels 1, 2, or 3 occurred during the six months ended June 30, 2026 and 2025.

No transfers between Levels 1, 2, or 3 occurred during the nine months ended September 30, 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 all of the Company’s financial instruments included in the accompanying unaudited condensed consolidated balance sheets approximated or equaled their fair values on June 30, 2026 and December 31, 2025.

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on June 30, 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 June 30, 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 June 30, 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.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

30, 2026, the estimated fair value of the convertible senior notes was $ 1.3 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 June 30, 2026 and December 31, 2025, as the effective borrowing rates approximated market rates.

• The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on September 30, 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 September 30, 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 September 30, 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 September 30, 2026, the estimated fair value of the convertible senior notes was $ 1.1 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 September 30, 2026 and December 31, 2025, as the effective borrowing rates approximated market rates.

Nonrecurring Measurements

3 unchanged sentences

See Note 2—Significant Accounting Policies.

As of June 30, 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.

As of September 30, 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 loss was recorded during the six months ended June 30, 2026.

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 nine months ended September 30, 2026.

Recurring Measurements

1 unchanged sentence

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

As of June 30, 2026 and December 31, 2025, the Company had cash equivalents measured at fair value of $ 518.7 million and $ 0.3 million, respectively.

The following table presents the balances of the investments measured at their fair value as of June 30, 2026:

As of September 30, 2026 and December 31, 2025, the Company had cash equivalents measured at fair value of $ 92.4 million and $ 0.3 million, respectively.

The following table presents the balances of the investments measured at their fair value as of September 30, 2026:

Fair Value Gain / (Loss) on Investments

June 30, December 31, Three Months Ended June 30, Six Months Ended June 30,

September 30, December 31, Three Months Ended September 30, Nine Months Ended September 30,

($ in thousands) 2026 2025 2026 2025 2026 2025

6 unchanged sentences

The investments carried at fair value are presented within "Investments" on the accompanying unaudited condensed consolidated balance sheets along with other investments, primarily consisting of our equity method investment in Nomad Proppant Services LLC (“Nomad”), which is described further in Note 13—Related Party Transactions.

The Gain/Loss on Investments is included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

The Gain / (Loss) on Investments is included in (loss) gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

The Company holds an investment in Oklo Inc.

(“Oklo”) which is traded on the New York Stock Exchange.

The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market.

Additionally, the Company holds both common stock and depository interests representing shares of common stock in Tamboran Resources Corporation (“Tamboran”) which is traded on the New York Stock Exchange.

(“Oklo”) which is traded on the NYSE.

The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market.

The Company purchased an additional $ 9.7 million of Tamboran's common stock during the six months ended June 30, 2026.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

In addition to the above investments, the Company holds an investment in Fervo Energy Company (“Fervo”), which completed an initial public offering during the second quarter of 2026 and is traded on the New York Stock Exchange.

Additionally, the Company holds both common stock and depository interests representing shares of common stock in Tamboran Resources Corporation (“Tamboran”) which is traded on the NYSE.

The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market.

The Company purchased an additional $ 9.7 million of Tamboran's common stock during the nine months ended September 30, 2026.

Prior to the initial public offering, the investment didn’t have a readily determinable fair value, and the Company monitored its investment to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount.

1 unchanged sentence

The Company now measures this investment at fair value on a recurring basis using Level 1 inputs based on quoted market prices in an active market.

As of September 30, 2026, the Company’s investment in Fervo was subject to an underwriter lock-up agreement that generally restricts the sale, transfer, pledge, lending or hedging of the shares through November 8, 2026.

The restrictions may lapse earlier upon a release or waiver by the underwriter representatives.

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 June 30, 2026 and December 31, 2025 as no triggering event was identified.

No such measurements were required as of September 30, 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 $ 555.4 million and $ 27.6 million as of June 30, 2026 and December 31, 2025, respectively, which exceeded Federal Deposit Insurance Corporation insured limits.

The Company’s cash and cash equivalent balances on deposit with financial institutions total $ 119.0 million and $ 27.6 million as of September 30, 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 June 30, 2026, Customer A accounted for 10 % o f total consolidated accounts receivable and unbilled revenue.

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

As of June 30, 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 consolidated revenues for the three months ended June 30, Portion of consolidated revenues for the six months ended June 30,

The following customers comprised 10% or more of the Company’s consolidated accounts receivable and unbilled revenue:

September 30, 2026 December 31, 2025

Customer A 9 % 16 %

Customer C 14 % 9 %

The following customers comprised 10% or more of the Company’s consolidated revenues:

The three months ended September 30, The nine months ended September 30,

2026 2025 2026 2025

1 unchanged sentence

Customer B 3 % 11 % 8 % 11 %

Customer C 13 % 4 % 9 % 2 %

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 June 30, 2026 and December 31, 2025, the Company had $ 0.9 million and $ 0.9 million, respectively, in allowance for credit losses as follows:

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

The Company had $ 0.9 million in allowance for credit losses as of September 30, 2026 and December 31, 2025, as follows:

($ in thousands)

3 unchanged sentences

Amounts written off —

Provision for credit losses on June 30, 2026

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

Provision for credit losses on September 30, 2026

Note 9— Equity

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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 six months ended June 30, 2026 were as follows:

Changes in non-vested RSUs outstanding under the LTIP during the nine months ended September 30, 2026 were as follows:

Number of Units Weighted Average Grant Date Fair Value per Unit

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Forfeited ( 69,998 ) 20.02

Outstanding as of June 30, 2026 3,197,050 $ 21.23

Outstanding as of September 30, 2026

3,167,291 $ 21.22

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 six months ended June 30, 2026 were as follows:

Changes in non-vested PSUs outstanding under the LTIP during the nine months ended September 30, 2026 were as follows:

Number of Units Weighted Average Grant Date Fair Value per Unit

3 unchanged sentences

Forfeited — —

Outstanding as of June 30, 2026

Outstanding as of September 30, 2026

1,046,857 $ 17.95

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 $ 9.9 million and $ 18.0 million for the three and six months ended June 30, 2026.

The Company recognized stock-based compensation expense of $ 8.1 million and $ 26.2 million for the three and six months ended June 30, 2025.

There was approximately $ 71.1 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of June 30, 2026.

The Company recognized stock-based compensation expense of $ 10.0 million and $ 28.0 million for the three and nine months ended September 30, 2026, respectively.

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.

There was approximately $ 65.4 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of September 30, 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 $ 0.09 per share of Class A Common Stock on March 18, 2026 and June 18, 2026 to stockholders of record as of March 4, 2026 and June 4, 2026, respectively.

During the three and six months ended June 30, 2026, dividend payments totaled $ 14.7 million and $ 29.3 million, respectively.

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

During the three and six months ended June 30, 2025, dividend payments totaled $ 13.0 million and $ 25.9 million, respectively.

Additionally, the Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2026 vesting date, which totaled $ 1.0 million for the six months ended June 30, 2026.

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 six months ended June 30, 2025.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

As of June 30, 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.

The Company paid cash dividends of $ 0.09 per share of Class A Common Stock on March 18, 2026, June 18, 2026, and September 18, 2026 to stockholders of record as of March 4, 2026, June 4, 2026, and September 4, 2026, respectively.

During the three and nine months ended September 30, 2026, dividend payments totaled $ 14.7 million and $ 44.0 million, respectively.

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.

Additionally, the Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2026 vesting date, which totaled $ 1.0 million for the nine months ended September 30, 2026.

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.

As of September 30, 2026 and December 31, 2025, the Company had $ 2.0 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.

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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 June 30, 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.

The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A Common Stock, the market price of the Company’s Class A Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations.

The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice.

The Company expects to fund any repurchases by using cash on hand, borrowings under the Revolving Credit Facility and expected free cash flow to be generated through the duration of the share repurchase program.

Three Months Ended June 30, Six Months Ended June 30,

The share repurchase program expired on July 31, 2026.

During the three and nine months ended September 30, 2026 and 2025, the Company repurchased shares of its Class A Common Stock as follows:

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

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

2 unchanged sentences

Average price per share including commissions $ — $ — $ — $ 15.50

As of June 30, 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 .

7 unchanged sentences

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 June 30, Six Months Ended June 30,

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

(In thousands, except per share data) 2026 2025 2026 2025

Basic Net Income Per Share

Net income attributable to Liberty Energy Inc.

Net (loss) income attributable to Liberty Energy Inc.

stockholders $ ( 39,063 ) $ 43,055 $ 26,616 $ 134,182

Basic weighted average common shares outstanding 163,191 161,959 162,755 161,921

Basic net income per share attributable to Liberty Energy Inc.

Basic net (loss) income per share attributable to Liberty Energy Inc.

stockholders $ ( 0.24 ) $ 0.27 $ 0.16 $ 0.83

Diluted Net Income Per Share

Net income attributable to Liberty Energy Inc.

Net (loss) income attributable to Liberty Energy Inc.

stockholders $ ( 39,063 ) $ 43,055 $ 26,616 $ 134,182

3 unchanged sentences

Diluted weighted average common shares outstanding 163,191 165,066 166,855 165,126

Diluted net income per share attributable to Liberty Energy Inc.

Diluted net (loss) income per share attributable to Liberty Energy Inc.

stockholders $ ( 0.24 ) $ 0.26 $ 0.16 $ 0.81

For the three months ended September 30, 2026, the Company reported a net loss.

Accordingly, approximately 3.8 million potential common shares related to outstanding restricted stock units and performance stock units were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive.

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.

2 unchanged sentences

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 six months ended June 30, 2026 was 21.9 %, compared to 26.0 % for the period ended June 30, 2025.

The effective global income tax rate applicable to the Company for the nine months ended September 30, 2026 was 23.2 %, compared to 24.7 % for the period ended September 30, 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 $ 9.2 million and $ 18.5 million during the three and six months ended June 30, 2026, respectively.

The Company recognized income tax expense of $ 24.1 million and $ 31.9 million during the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31, 2025, the Company recognized a net deferred tax liability in the amount of $ 170.2 million and $ 195.6 million, respectively.

The Company recognized an income tax benefit of $ 10.4 million and income tax expense of $ 8.0 million during the three and nine months ended September 30, 2026, respectively.

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.

As of September 30, 2026 and December 31, 2025, the Company recognized a net deferred tax liability in the amount of $ 159.6 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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On December 20, 2021, the OECD released Pillar Two model rules defining a 15% global minimum tax rate for large multinational corporations (the “Pillar Two Framework”).

On June 20, 2024 and December 23, 2024, Canada and Australia, respectively, enacted the Pillar Two global minimum tax regime, which is not expected to have a material impact on the Company’s financial statements for the fiscal year ended December 31, 2026.

The Company is continuing to evaluate the Pillar Two Framework and its potential impact on future periods, including any legislation enacted in the jurisdictions in which the Company operates.

On June 20, 2024 and December 23,

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

2024, Canada and Australia, respectively, enacted the Pillar Two global minimum tax regime, which is not expected to have a material impact on the Company’s financial statements for the fiscal year ended December 31, 2026.

The Company has filed the required Pillar Two reports for the 2024 tax year, and is continuing to evaluate the Pillar Two Framework and its potential impact on future periods, including any legislation enacted in the jurisdictions in which the Company operates.

On July 4, 2025, Public Law No.

2 unchanged sentences

Among other changes, the Act:

(i) allows for 100% expensing of the costs of certain

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

qualified property acquired after January 19, 2025;

(i) allows for 100% expensing of the costs of certain qualified property acquired after January 19, 2025;

(ii) allows election to immediately deduct R&D costs incurred;

13 unchanged sentences

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 June 30, 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 six months ended June 30, 2026.

As of September 30, 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 nine months ended September 30, 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 $ 40.8 million for the six months ended June 30, 2025.

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

Note 12— Defined Contribution Plan

1 unchanged sentence

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 $ 11.1 million and $ 10.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 21.5 million and $ 20.0 million for the six months ended June 30, 2026 and 2025, respectively.

Contributions made by the Company wer e $ 10.4 million and $ 9.9 million for the three months ended September 30, 2026 and 2025, respectively, and $ 31.9 million and $ 29.9 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 13— Related Party Transactions

3 unchanged sentences

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.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

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

5 unchanged sentences

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 $ 87.2 million and $ 70.6 million during the six and three months ended June 30, 2025, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

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

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 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.

2 unchanged sentences

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 $ 0.3 million and $ 0.7 million during the three and six months ended June 30, 2026, respectively.

Within the normal course of business, the Company purchased proppant from Nomad for $ 0.1 million during the three and six months ended June 30, 2025.

There are zero payables due to Nomad as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, the value of the Company ’ s investment using the equity method of accounting was $ 6.0 million and $ 8.1 million, respectively, as presented in "Investments" on the accompanying unaudited condensed consolidated balance sheets.

During the six months ended June 30, 2026 and 2025, the Company received cash distributions from Nomad in the amounts of $ 1.6 million and $ 2.2 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 $ 0.5 million and $ 1.2 million during the three and nine months ended September 30, 2026, respectively.

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.

Payable to Nomad were $ 1.6 million and zero as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026 and December 31, 2025, the value of the Company ’ s investment using the equity method of accounting was $ 5.0 million and $ 8.1 million, respectively, as presented in "Investments" on the accompanying unaudited condensed consolidated balance sheets.

During the nine months ended September 30, 2026 and 2025, the Company received cash distributions from Nomad in the amounts of $ 2.9 million and $ 3.6 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

3 unchanged sentences

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.

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

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 six months ended June 30, 2026 and 2025.

During the three and six months ended June 30, 2026, the Company made no charitable contributions to the Foundation.

During the three and six months ended June 30, 2025, the Company made charitable contributions of $ 0.1 million and $ 0.3 million, to the Foundation, respectively.

Under the Professional Services Agreement, the Company did not receive any reimbursement for services during the three and nine months ended September 30, 2026 and 2025.

During the three and nine months ended September 30, 2026, the Company made charitable contributions of $ 0.8 million to the Foundation.

During the three months ended September 30, 2025, the Company made no charitable contributions to the Foundation.

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

Note 14— Commitments & Contingencies

1 unchanged sentence

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

As of June 30, 2026 and December 31, 2025, the agreements provide pricing and committed supply sources for the Company to purchas e 787,700 tons and 0 tons, respectively, of proppant through December 31, 2026.

As of September 30, 2026 and December 31, 2025, the agreements provide pricing and committed supply sources for the Company to purchas e 443,850 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.

5 unchanged sentences

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

In circumstances where the Company does not make the minimum purchase required under the contract, the Company and its suppliers have a history of amending such minimum purchase contractual terms and in rare cases does the Company incur shortfall fees.

If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the Company could incur shortfall fees in the amounts of $ 12.7 million for the remainder of 2026.

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

In addition to the commitments discussed above, the Company has entered into various equipment supply contracts for the purchase of power generation equipment, including engines, balance of plant equipment, and related services for our distributed power solutions business.

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

4 unchanged sentences

Note 15— Selected Quarterly Financial Data

The following tables summarize consolidated changes in equity for the three months ended June 30, 2026 and 2025:

The following tables summarize consolidated changes in equity for the three months ended September 30, 2026 and 2025:

Balance—March 31, 2026 162,051 — $ 1,621 $ — $ 842,359 $ 1,120,083 $ ( 15,690 ) $ 1,948,373

Purchase of Capped Call — — — — ( 10 ) — — ( 10 )

Balance—June 30, 2026 163,191 — $ 1,632 $ — $ 832,973 $ 1,148,516 $ ( 19,367 ) $ 1,963,754

$ 0.09 /share of Class A Common Stock dividend

— — — — — ( 14,456 ) — ( 14,456 )

Excise tax on share repurchases — — — — — — — —

Stock-based compensation expense — — — — 10,002 — — 10,002

Vesting of restricted stock units, net 1,140 — 11 — ( 19,349 ) — — ( 19,338 )

Currency translation adjustment — — — — — — 461 461

Net income — — — — — 43,121 — 43,121

Balance—June 30, 2026 163,191 — $ 1,632 $ — $ 832,973 $ 1,148,516 $ ( 19,367 ) $ 1,963,754

Net loss — — — — — ( 39,063 ) — ( 39,063 )

Balance—September 30, 2026 163,191 — $ 1,632 $ — $ 842,975 $ 1,094,997 $ ( 18,906 ) $ 1,920,698

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

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 )

Excise tax on share repurchases — — — — 122 — — 122

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

2 unchanged sentences

Net income — — — — — 43,055 — 43,055

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

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

Note 16— Subsequent Events

Quarterly Dividend

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

Other than the amendment to the credit agreement discussed in Note 7—Debt, no other significant subsequent events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements and notes thereto.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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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 June 30, 2026.

We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of September 30, 2026.

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

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.

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

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

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

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

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.

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.

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Recent Trends and Outlook

The current Middle East conflict with Iran has resulted in damage to regional energy infrastructure and continued uncertainty as to the availability of key energy export corridors.

This disruption has increased focus on energy security and supply diversification and reinforced the strategic importance of North American oil and natural gas resources.

This focus has the potential to grow international demand for North American petroleum products and LNG in the next several years.

North American frac activity improved modestly during the quarter following a gradual increase in producer activity.

Despite these short-term improvements, larger U.S.

and Canadian producers remain cautious regarding activity growth due to continued commodity price volatility and broader macroeconomic uncertainty.

Related to power markets, demand is being driven by continued AI data center development and broader industrial power requirements.

As power projects increase in scale and complexity, customers are expected to seek infrastructure providers capable of delivering integrated solutions across power supply, site readiness, energy management, and long-term operations.

During the second quarter of 2026, the posted WTI price traded at an average of $95.65 per barrel (“Bbl”), as compared to the second quarter 2025 average of $64.57 per Bbl, and the first quarter of 2026 average of $72.74 per Bbl.

In addition, during the second quarter of 2026, the Henry Hub price traded at an average of $2.95 per one million British thermal units (“MMBtu”), as compared to the second quarter of 2025 average of $3.19 per MMBtu, and the first quarter of 2026 average of $4.71 per MMBtu.

Subsequent to June 30, 2026, the Henry Hub traded at an average of $2.99 per MMBtu and the WTI price traded at an average of $76.07 per Bbl through July 20, 2026.

The average domestic onshore rig count for the United States and Canada was 688 rigs reported in the second quarter of 2026, up from the average in the second quarter 2025 of 686, and down from the first quarter of 2025 of 741, according to a report from Baker Hughes.

Global oil and refined product prices strengthened during the quarter amid ongoing geopolitical conflicts and disruptions to energy infrastructure.

These conditions have contributed to uncertainty regarding global energy supplies and reinforced the strategic importance of North American oil and natural gas resources.

Market expectations for prolonged supply disruptions, coupled with the potential for eventual replenishment of strategic petroleum reserves, have sustained the oil risk premium and supported stronger forward prices heading into 2027.

North American natural gas fundamentals remain more balanced, as strong summer demand was outpaced by record production and ample inventories.

Over the longer term LNG exports and growing power consumption from AI and data center development are expected to drive North American natural gas demand growth.

North American frac market conditions improved during the quarter, supported by modestly higher completions activity and stronger producer economics.

Ongoing fleet attrition, equipment cannibalization, and industry underinvestment have constrained available capacity and supported continued improvement in service pricing.

For the fourth quarter of 2026, we expect typical weather and holiday seasonality in our frac activity to be partially offset by activity deferred from the third quarter and continued strength in demand.

Related to power markets, demand continues to be driven by AI data center development and other large-load applications.

As power projects increase in scale and complexity, customers are expected to seek infrastructure providers capable of delivering co-located integrated solutions across power generation, energy management, and long-term operations.

During the third quarter of 2026, the posted WTI price traded at an average of $87.12 per barrel (“Bbl”), as compared to the third quarter 2025 average of $65.78 per Bbl, and the second quarter of 2026 average of $95.65 per Bbl.

In addition, during the third quarter of 2026, the Henry Hub price traded at an average of $2.87 per one million British thermal units (“MMBtu”), as compared to the third quarter of 2025 average of $3.03 per MMBtu, and the second quarter of 2026 average of $2.95 per MMBtu.

Subsequent to September 30, 2026, the Henry Hub traded at an average of $3.13 per MMBtu and the WTI price traded at an average of $99.97 per Bbl through October 20, 2026.

The average domestic onshore rig count for the United States and Canada was 782 rigs reported in the third quarter of 2026, up from the average in the third quarter 2025 of 703 and the second quarter of 2026 of 688, according to a report from Baker Hughes.

Business Developments

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Supply Contracts for Power Generation Equipment

During the three months ended June 30, 2026, we entered into supply contracts with various global suppliers, including Bergen Engines AS and Wärtsilä North America, Inc., and on July 22, 2026, we entered into a supply contract with Caterpillar Inc.

as described in “Part II – Other Information, Item 5.

Other Information” for the purchase of power generation equipment, including engines and certain balance of plant equipment, for the Company’s prospective data center and other distributed power projects.

During the nine months ended September 30, 2026, we entered into supply contracts with various global suppliers for the purchase of power generation equipment, including engines and certain balance of plant equipment, for the Company’s prospective data center and other distributed power projects.

For more information regarding these supply contracts, see below under “Liquidity and Capital Resources.”

Results of Operations

Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025

Three months ended June 30,

Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025

Three months ended September 30,

Description 2026 2025 Change

6 unchanged sentences

(Gain) loss on disposal of assets, net (1,165) (1,210) 45

Operating income 12,716 37,073 (24,357)

Other income, net (39,559) (58,080) 18,521

Net income before income taxes 52,275 95,153 (42,878)

Income tax expense 9,154 24,137 (14,983)

Net income 43,121 71,016 (27,895)

Our revenue increased $146.1 million , or 14% , to $1.2 billion for the three months ended June 30, 2026 compared to $1.0 billion for the three months ended June 30, 2025.

The increase in revenue was predominantly driven by elevated activity levels and corresponding improvement in utilization.

Operating income (loss) 19,304 (2,419) 21,723

Other (income) expense, net 68,790 (57,451) 126,241

Net (loss) income before income taxes (49,486) 55,032 (104,518)

Income tax (benefit) expense (10,423) 11,977 (22,400)

Net (loss) income $ (39,063) $ 43,055 $ (82,118)

Our revenue increased $248.8 million , or 26% , to $1.2 billion for the three months ended September 30, 2026 compared to $0.9 billion for the three months ended September 30, 2025.

The increase in revenue was predominantly driven by increased activity levels and corresponding improvement in utilization and product sales.

Cost of Services

Cost of services (exclusive of depreciation, depletion, and amortization) increased $168.1 million , or 21% , to $980.3 million for the three months ended June 30, 2026 compared to $812.1 million for the three months ended June 30, 2025.

Cost of services (exclusive of depreciation, depletion, and amortization) increased $225.3 million , or 29% , to $995.0 million for the three months ended September 30, 2026 compared to $769.8 million for the three months ended September 30, 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 $8.8 million , or 15% , to $67.2 million for the three months ended June 30, 2026 compared to $58.3 million for the three months ended June 30, 2025, primarily due to increased variable compensation costs and increased corporate costs to support higher activity levels and the expansion of our power business.

General and administrative expenses increased $11.2 million , or 19% , to $69.5 million for the three months ended September 30, 2026 compared to $58.3 million for the three months ended September 30, 2025, primarily due to increased variable compensation costs and increased corporate costs to support higher activity levels and the expansion of our power business.

Transaction and Other Costs

Transaction and other costs increased to $7.7 million during the three months ended June 30, 2026, compared to $0.0 million for the three months ended June 30, 2025.

The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries.

We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.

The change in transaction and other costs during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was not material.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization expense decreased $15.2 million , or 12% , to $114.2 million for the three months ended June 30, 2026 compared to $129.4 million for the three months ended June 30, 2025.

The decrease during the three months ended June 30, 2026 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.

Depreciation, depletion, and amortization expense decreased $9.3 million , or 8% , to $113.7 million for the three months ended September 30, 2026 compared to $123.0 million for the three months ended September 30, 2025.

The decrease during the three months ended September 30, 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 loss on disposal of assets, net of $6.6 million for the three months ended June 30, 2026 compared to a $5.6 million loss for the three months ended June 30, 2025, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management.

The decrease in the gain on disposal of assets, net during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was not material.

Other (Income) Expense, net

The Company recognized other income, net of $39.6 million for the three months ended June 30, 2026 compared to $58.1 million for the three months ended June 30, 2025.

Other (income) expense, net is primarily comprised of gain on investments, net of $42.9 million related to investments in equity securities measured at fair value for the three months ended June 30, 2026, compared to $68.2 million during the three months ended June 30, 2025.

The Company recognized other expense, net of $68.8 million for the three months ended September 30, 2026 compared to other income, net of $57.5 million for the three months ended September 30, 2025.

The change was primarily attributable to a loss on investments, net of $62.9 million related to investments in equity securities measured at fair value for the three months ended September 30, 2026, compared to a gain on investments, net of $68.4 million during the three months ended September 30, 2025.

Additionally, interest expense, net decreased $5.0 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 $9.2 million for the three months ended June 30, 2026, an effective rate of 17.5%, compared to $24.1 million for the three months ended June 30, 2025, an effective rate of 25.0%.

The decrease in income tax expense was attributable to the decrease in net income before income taxes as well as a decrease in the effective tax rate.

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

Six months ended June 30,

Income Tax (Benefit) Expense

The Company recognized an income tax benefit of $10.4 million for the three months ended September 30, 2026, an effective rate of 21.1%, compared to income tax expense of $12.0 million for the three months ended September 30, 2025, an effective rate of 21.8%.

The change in income tax expense was attributable to the net loss before income taxes for the three months ended September 30, 2026.

Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025

Nine months ended September 30,

Description 2026 2025 Change

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Operating income 54,298 52,826 1,472

Other income, net (49,144) (67,825) 18,681

Net income before income taxes 84,138 123,070 (38,932)

Other (income) expense, net 19,646 (125,276) 144,922

Net (loss) income before income taxes 34,652 178,102 (143,450)

Income tax expense 8,036 43,920 (35,884)

Net income 65,679 91,127 (25,448)

Our revenue increased $189.8 million , or 9%, to $2.2 billion for the six months ended June 30, 2026 compared to $2.0 billion for the six months ended June 30, 2025.

The increase in revenue was predominantly driven by elevated activity levels and corresponding improvement in utilization.

Net (loss) income $ 26,616 $ 134,182 $ (107,566)

Our revenue increased $438.6 million , or 15%, to $3.4 billion for the nine months ended September 30, 2026 compared to $3.0 billion for the nine months ended September 30, 2025.

The increase in revenue was predominantly driven by increased activity levels and corresponding improvement in utilization and product sales.

Cost of Services

Cost of services (exclusive of depreciation, depletion, and amortization) increased $250.3 million , 16% , to $1.8 billion for the six months ended June 30, 2026 compared to $1.6 billion for the six months ended June 30, 2025.

Cost of services (exclusive of depreciation, depletion, and amortization) increased $475.6 million , or 20% , to $2.8 billion for the nine months ended September 30, 2026 compared to $2.3 billion for the nine months ended September 30, 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 $2.6 million , or 2% , to $126.7 million for the six months ended June 30, 2026 compared to $124.1 million for the six months ended June 30, 2025, primarily due to increased variable compensation costs and increased corporate cost to support higher activity levels and the continued expansion of our power business, partially offset by lower stock-based compensation expense as the prior year period included stock-based compensation in connection with the resignation of the Company's previous Chief Executive Officer upon his confirmation to the Secretary of Energy of the United States.

General and administrative expenses increased $13.8 million , or 8% , to $196.2 million for the nine months ended September 30, 2026 compared to $182.4 million for the nine months ended September 30, 2025, primarily due to increased variable compensation costs and increased corporate cost to support higher activity levels and the expansion of our power business, partially offset by lower stock-based compensation expense as the prior year period included stock-based compensation in connection with the resignation of the Company's previous Chief Executive Officer upon his confirmation to the Secretary of Energy of the United States.

Transaction and Other Costs

Transaction and other costs increased to $7.7 million during the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025.

The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries.

Transaction and other costs increased to $7.5 million during the nine months ended September 30, 2026, compared to $0.8 million for the nine months ended September 30, 2025.

The increase was due to tariffs and duties assessed during the year on certain pump components imported from other countries.

We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.

Depreciation, Depletion, and Amortization

Depreciation, depletion, and amortization expense decreased $28.8 million , or 11% , to $228.3 million for the six months ended June 30, 2026 compared to $257.1 million for the six months ended June 30, 2025.

The decrease during the six months ended June 30, 2026 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.

Depreciation, depletion, and amortization expense decreased $38.1 million , or 10% , to $342.0 million for the nine months ended September 30, 2026 compared to $380.1 million for the nine months ended September 30, 2025.

The decrease during the nine months ended September 30, 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 $12.0 million for the six months ended June 30, 2026 compared to a $9.0 million loss for the six months ended June 30, 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 six months ended June 30, 2026, the Company received insurance proceeds related to losses recorded in prior periods.

The Company recorded a gain on disposal of assets, net of $13.1 million for the nine months ended September 30, 2026 compared to a $7.8 million loss for the nine months ended September 30, 2025, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management in the third quarter of 2025.

Additionally, during the nine months ended September 30, 2026, the Company received insurance proceeds related to losses recorded in prior periods.

Other (Income) Expense, net

The Company recognized other income, net of $49.1 million for the six months ended June 30, 2026 compared to $67.8 million for the six months ended June 30, 2025.

Other (income) expense, net is comprised of gain on investments, net of $60.2 million related to investments in equity securities measured at fair value for the six months ended June 30, 2026, compared to $87.5 million during the six months ended June 30, 2025.

The Company recognized other expense, net of $19.6 million for the nine months ended September 30, 2026 compared to other income, net of $125.3 million for the nine months ended September 30, 2025.

Other (income) expense, net is comprised of loss on investments, net of $2.7 million related to investments in equity securities measured at fair value for the nine months ended September 30, 2026, compared to gain on investments, net of $155.9 million during the nine months ended September 30, 2025.

Additionally, interest expense, net decreased $13.6 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.

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Income Tax Expense

The Company recognized income tax expense of $18.5 million for the six months ended June 30, 2026, an effective rate of 21.9%, compared to $31.9 million for the six months ended June 30, 2025, an effective rate of 26.0%.

The Company recognized income tax expense of $8.0 million for the nine months ended September 30, 2026, an effective rate of 23.2%, compared to $43.9 million for the nine months ended September 30, 2025, an effective rate of 24.7%.

The decrease in income tax expense was primarily attributable to the decrease in net income before income taxes as well as a decrease in the effective tax rate.

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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 Six Months Ended June 30, 2026, Compared to Three and Six Months Ended June 30, 2025:

Three and Nine Months Ended September 30, 2026, Compared to Three and Nine Months Ended September 30, 2025:

EBITDA and Adjusted EBITDA

Three Months Ended June 30, Six Months Ended June 30,

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

Description 2026 2025 Change 2026 2025 Change

(in thousands)

Net income $ 43,121 $ 71,016 $ (27,895) $ 65,679 $ 91,127 $ (25,448)

Net (loss) income $ (39,063) $ 43,055 $ (82,118) $ 26,616 $ 134,182 $ (107,566)

Depreciation, depletion, and amortization 113,704 122,981 (9,277) 341,976 380,089 (38,113)

Interest expense, net 5,898 10,902 (5,004) 16,983 30,607 (13,624)

Income tax expense 9,154 24,137 (14,983) 18,459 31,943 (13,484)

Income tax (benefit) expense (10,423) 11,977 (22,400) 8,036 43,920 (35,884)

EBITDA $ 70,116 $ 188,915 $ (118,799) $ 393,611 $ 588,798 $ (195,187)

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(Gain) loss on disposal of assets, net (1,165) (1,210) 45 (13,126) 7,766 (20,892)

Gain on investments, net (42,913) (68,242) 25,329 (60,229) (87,530) 27,301

(Gain) loss on investments, net 62,892 (68,353) 131,245 2,663 (155,883) 158,546

Transaction and other costs (215) — (215) 7,476 811 6,665

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Adjusted EBITDA $ 141,630 $ 127,679 $ 13,951 $ 418,625 $ 476,627 $ (58,002)

EBITDA was $169.8 million for the three months ended June 30, 2026 compared to $234.7 million for the three months ended June 30, 2025.

Adjusted EBITDA was $151.1 million for the three months ended June 30, 2026 compared to $180.8 million for the three months ended June 30, 2025.

The decreases in EBITDA and Adjusted EBITDA primarily result from a decrease in Net Income, which is resulting from the increase in costs of services out pacing the increase in revenue due to increased materials pricing and personnel costs for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

EBITDA was $323.5 million for the six months ended June 30, 2026 compared to $399.9 million for the six months ended June 30, 2025.

Adjusted EBITDA was $277.0 million for the six months ended June 30, 2026 compared to $348.9 million for the six months ended June 30, 2025.

The decreases in EBITDA and Adjusted EBITDA primarily result from a decrease in Net Income, which is resulting from the increase in costs of services out pacing the increase in revenue due to increased materials pricing and personnel costs for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

EBITDA was $70.1 million for the three months ended September 30, 2026 compared to $188.9 million for the three months ended September 30, 2025.

Adjusted EBITDA was $141.6 million for the three months ended September 30, 2026 compared to $127.7 million for the three months ended September 30, 2025.

The decrease in EBITDA was primarily attributable to an unrealized mark-to-market loss on investments in the Company's portfolio, partially offset by an increase in operating income, driven by increases in revenue out pacing the increase in operating expenses during the three months ended September 30, 2026 compared to the same period in 2025.

The increase in Adjusted EBITDA was primarily due an increase in operating income, driven by increases in revenue out pacing the increase in operating expenses during the three months ended September 30, 2026 compared to the same period in 2025.

EBITDA was $393.6 million for the nine months ended September 30, 2026 compared to $588.8 million for the nine months ended September 30, 2025.

Adjusted EBITDA was $418.6 million for the nine months ended September 30, 2026 compared to $476.6 million for the nine months ended September 30, 2025.

The decrease in EBITDA was primarily attributable to a $158.5 million decrease in gains on investments, net, and a $57.5 million decrease in operating income, excluding depreciation, depletion, and amortization and gain or loss on disposal of assets, net, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.

The decrease in Adjusted EBITDA was primarily attributable to a $57.5 million decrease in operating income, excluding depreciation, depletion, and amortization and gain or loss on disposal of assets, net, during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.

Liquidity and Capital Resources

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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 six months ended June 30, 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.

Working capital is the amount by which current assets exceed current liabilities.

While various other factors may impact our working capital requirements from period to period, our working capital requirements have typically been, and we expect will continue to be, driven by changes in accounts receivable and unbilled revenue, inventories, prepaid and other assets and accounts payable and accrued liabilities.

During the nine months ended September 30, 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.

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Our primary uses of capital have been capital expenditures to support growth for our completions business, both organic and through acquisitions, and funding ongoing operations, including purchasing long-lead time equipment for our distributed power solutions business, and maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock (the “Class A Common Stock”).

Cash and cash equivalents increased by $527.8 million to $555.4 million as of June 30, 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 $85.4 million.

As of June 30, 2026, the Company was party to the Credit Agreement, which provides for a revolving line of credit up to $750.0 million.

Cash and cash equivalents increased by $91.4 million to $119.0 million as of September 30, 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 $8.4 million.

As of September 30, 2026, the Company was party to that certain Credit Agreement, dated July 24, 2025 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), which provides for a revolving line of credit up to $750.0 million (the "Revolving Credit Facility").

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.

In the first quarter of 2026 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 June 30, 2026, the borrowing base was calculated to be $467.7 million, and the Company had no amounts outstanding, excluding letters of credit in the amount of $19.4 million, with $448.3 million of remaining availability.

As of September 30, 2026, the borrowing base was calculated to be $580.1 million.

As of September 30, 2026, the Company had no borrowings outstanding, and had letters of credit in the amount of $30.2 million, with $549.9 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 June 30, 2026, we were in compliance with all debt covenants.

On October [20], 2026, the Company entered into the second amendment to the Credit Agreement (the “Second Amendment”), which, among other things, temporarily increases the maximum permitted leverage ratio under the Credit Agreement as of September 30, 2026.

For additional information regarding the Second Amendment, see “Part II – Other Information, Item 5.

Other Information.” As of September 30, 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.

Share Repurchase Program

Under our share repurchase program, the Company is authorized to repurchase up to $750.0 million of outstanding Class A Common Stock through and including July 31, 2026.

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

The timing and the amount of repurchases will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors.

The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended, or terminated at any time without prior notice.

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 or six months ended June 30, 2026.

Under our share repurchase program, the Company was authorized to repurchase up to $750.0 million of outstanding Class A Common Stock through and including July 31, 2026.

The Company did not repurchase or retire any shares of Class A Common Stock under the share repurchase program during the three or nine months ended September 30, 2026.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Description 2026 2025 Change

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(986,539) (302,327) (684,212)

Net cash provided by financing activities

Net cash provided by (used in) financing activities

714,280 (118,588) 832,868

Analysis of Cash Flow Changes Between the Six Months Ended June 30, 2026 and 2025

Analysis of Cash Flow Changes Between the Nine Months Ended September 30, 2026 and 2025

Operating Activities .

Net cash provided by operating activities was $141.4 million for the six months ended June 30, 2026, compared to $362.7 million for the six months ended June 30, 2025.

The $221.3 million decrease in cash from operating activities is attributable to a $119.6 million decrease in cash from changes in working capital for the six months ended June 30, 2026, compared to a $61.7 million increase in cash from changes in working capital for the six months ended June 30, 2025.

Net cash provided by operating activities was $364.3 million for the nine months ended September 30, 2026, compared to $414.2 million for the nine months ended September 30, 2025.

The $49.9 million decrease in cash from operating activities is attributable to a $33.2 million decrease in cash from changes in working capital for the nine months ended September 30, 2026, compared to a $34.0 million decrease in cash from changes in working capital for the nine months ended September 30, 2025.

Additionally cash from operating activities decreased due to a $489.3 million increase in cash operating expenses, interest expense, net, and income tax expense, offset by a $438.6 million increase in revenues.

Investing Activities .

Net cash used in investing activities was $364.6 million for the six months ended June 30, 2026, compared to $189.3 million for the six months ended June 30, 2025.

Cash used in investing activities was higher during the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to a $109.4 million increase in equipment purchases, capitalized maintenance, and capital deposits, a decrease in the proceeds on sale of equity securities of $80.8 million, and an increase of $9.7 million for shares purchased in Tamboran.

These increases in cash used in investing activities were partially offset by a decrease from the acquisition of IMG Energy Solutions of $15.2 million in the six months ended June 30, 2025, and an increase of $9.4 million in cash proceeds from the sale of assets.

Net cash used in investing activities was $986.5 million for the nine months ended September 30, 2026, compared to $302.3 million for the nine months ended September 30, 2025.

Cash used in investing activities was higher during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 primarily due to a $616.7 million increase in equipment purchases, capitalized maintenance, and capital deposits, a decrease in the proceeds on sale of equity securities of $80.8 million, and an increase of $9.7 million for shares purchased in Tamboran.

These increases in cash used in investing activities were partially offset by a decrease from the acquisition of IMG Energy Solutions of $15.2 million in the nine months ended September 30, 2025, and an increase of $7.8 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 provided by financing activities was $752.0 million for the six months ended June 30, 2026, compared to net cash used in financing activities of $174.1 million for the six months ended June 30, 2025.

The $926.1 million increase in cash provided by financing activities was primarily due to an increase in net borrowing activities of $887.7 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 $24.9 million decrease in share repurchases, a $32.9 million decrease in cash paid under the TRA liability, offset by a $1.8 million increase in tax withholdings for RSUs, a $14.2 million increase in cash paid for finance leases and a $3.4 million increase in dividends paid.

Net cash provided by financing activities was $714.3 million for the nine months ended September 30, 2026, compared to net cash used in financing activities of $118.6 million for the nine months ended September 30, 2025.

The $832.9 million increase in cash provided by financing activities was primarily due to an increase in net borrowing activities of $796.4 million which includes the initial $1.3 billion of cash received from the 2031 Notes and the 2032 Notes, and net borrowings under the Caterpillar Agreement, partially offset by $186.5 million purchase of capped calls, an increase of $292.5 million net repayments on the Revolving Credit Facility, and $32.1 million increase in payments of debt issuance costs.

Additionally, there was a $32.9 million decrease in cash paid under the TRA liability and a $24.9 million decrease in share repurchases , offset by a $14.3 million increase in cash paid for finance leases, a $5.1 million increase dividends paid and a $1.8 million increase in tax withholdings for RSUs.

Cash Requirements

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 six months ended June 30, 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.

During the nine months ended September 30, 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 June 30, 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 June 30, 2026, except for purchase commitments for generation assets to support our distributed power business and under sand supply agreements of which $35.2 million is payable within 2026, and $0.0 million is payable thereafter.

Certain amounts included in our contractual obligations as of September 30, 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 September 30, 2026, except for purchase commitments under sand supply agreements of which $22.9 million is payable within 2026 and there are no amounts payable thereafter, and for generation assets to support our distributed power business.

During the year, we entered into various equipment supply contracts for the purchase of power generation equipment, including engines, balance of plant equipment, and related services for our distributed power solutions business for an aggregate price of approximately $2.1 billion.

As of June 30, 2026, the total remaining commitments under these contracts was $1.1 billion.

As of September 30, 2026, the total remaining commitments under these contracts was $1.6 billion.

These remaining payments are to be made in installments in connection with the scheduling, delivery, performance testing, and takeover of the equipment.

In addition, on July 22, 2026, we entered into an additional equipment supply contract with CAT, which has a purchase price of approximately $801 million.

We expect to receive the equipment currently on order under these supply contracts beginning in 2027 through 2030.

The timing and amount of these obligations may change as a result of supplier manufacturing and delivery schedules, site readiness, transportation, customs-clearance requirements, governmental approvals, performance testing, force majeure events, change orders and contractual modifications, or other

circumstances.

The timing and amount of these obligations may change as a result of supplier manufacturing and delivery schedules, site readiness, transportation, customs-clearance requirements, governmental

approvals, performance testing, force majeure events, change orders and contractual modifications, or other circumstances.

We could incur significant additional capital expenditures if activity levels or opportunities increase during the course of the year.

We intend to fund these capital expenditures using the primary sources of liquidity described above.

As of June 30, 2026, we had outstanding finance lease obligations of $264.2 million and operating lease obligations of $57.0 million.

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

As of September 30, 2026, we had outstanding finance lease obligations of $253.1 million and operating lease obligations of $59.9 million.

The Company is a corporation and is subject to U.S.

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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 six months ended June 30, 2026 was 21.9% compared to 26.0%, for the period ended June 30, 2025.

The effective global income tax rate applicable to the Company for the nine months ended September 30, 2026 was 23.2% compared to 24.7%, for the period ended September 30, 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 $9.2 million and $18.5 million during the three and six months ended June 30, 2026, respectively.

The Company recognized an income tax expense of $24.1 million and $31.9 million during the three and six months ended June 30, 2025, respectively.

The Company recognized an income tax benefit of $10.4 million and income tax expense of $8.0 million during the three and nine months ended September 30, 2026, respectively.

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.

As of June 30, 2026 and December 31, 2025, the Company’s net deferred tax liabilities were $170.2 million and $195.6 million, respectively.

As of September 30, 2026 and December 31, 2025, the Company’s net deferred tax liabilities were $159.6 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