1 unchanged sentence
Rule 10b5-1 Plans
−Removed: During the quarter ended June 30, 2026, none of our directors or Section 16 officers informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
+Added: During the quarter ended September 30, 2026, none of our directors or Section 16 officers informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
Entry into a Material Definitive Agreement
−Removed: Supply Contract for Power Generation Equipment
−Removed: On July 22, 2026, Liberty Advanced Equipment Technologies LLC (the “Purchaser”), a wholly owned subsidiary of Liberty Energy Inc.
−Removed: (the “Company”), entered into an equipment supply contract with Caterpillar Inc.
−Removed: (“Caterpillar”) for the purchase of power generation equipment, including engines and certain balance of plant equipment (collectively, the “Equipment”), for the Company’s prospective data center and other distributed power projects (the “Supply Contract”).
−Removed: The Supply Contract has a purchase price of approximately $801 million (the “Contract Price”).
−Removed: The Contract Price does not include any import taxes, import duties, customs duties, tariffs, and other similar charges, which are payable by the Purchaser to the extent due.
−Removed: The payment schedule for the Contract Price includes a payment due at the time of ordering the Equipment with the remaining payments being made in installments in connection with the assembly and delivery of the Equipment.
−Removed: Delivery of the Equipment is scheduled to occur beginning in 2027 through early 2029.
−Removed: The Supply Contract provides that Caterpillar has limited its liability under specified conditions and that Caterpillar is subject to paying liquidated damages under certain conditions for failure to achieve delivery milestones and performance guarantees.
−Removed: The Purchaser may terminate the Supply Contract with respect to individual engines for continued failure to achieve delivery milestones, and for convenience subject to payment of defined cancellation charges.
−Removed: In addition, either party may terminate the Supply Contract for material breach and may be entitled to receive refunds, termination payments, and/or damages.
−Removed: The foregoing description of the Supply Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply Contract, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
+Added: Second Amendment to Credit Agreement
+Added: On October 20, 2026, Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC and Liberty Wholesale Commodities LLC, as borrowers, and the Company, as parent guarantor, entered into the Second Amendment with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
+Added: The Second Amendment, which, effective as of 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 the 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.
+Added: The Second Amendment also removed the $25.0 million limitation on the deduction of unrestricted cash and cash equivalents in
+Added: calculating the leverage ratio and senior leverage ratio for purposes of testing compliance with such financial covenants when no loans are outstanding.
+Added: The foregoing description of the Second Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
2 unchanged sentences
3.2 Third Amended and Restated Bylaws of Liberty Energy Inc.
−Removed: 10.1 Supply Contract, dated May 1, 2026, by and between Liberty Advanced Equipment Technologies LLC and Bergen Engines AS ***+
−Removed: 10.2 Supply Contract, dated May 1, 2026, by and between Liberty Advanced Equipment Technologies LLC and Bergen Engines AS ***+
−Removed: 10.3 Supply Contract, dated June 22, 2026, by and between Liberty Advanced Equipment Technologies LLC and Wärtsilä North America, Inc.
+Added: 10.1 Second Amendment to Credit Agreement, dated October 20 , 2026, by and among Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC, and Liberty Wholesale Commodities LLC, as borrowers, Liberty Energy Inc., as parent guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders party thereto *
+Added: 10.2 Supply Contract, dated July 22, 2026, by and between Liberty Advanced Equipment Technologies LLC and Caterpillar Inc.
+Added: 10.3 Change Order 1, dated August 27, 2026, to that certain Equipment Supply Contract, dated June 22, 2026, by and between Liberty Advanced Equipment Technologies LLC and Wärtsilä North America, Inc.
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *
20 unchanged sentences
/s/ Ron Gusek
−Removed: July 23, 2026 By:
+Added: October 22, 2026 By:
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Stock
−Removed: July 23, 2026 By:
+Added: October 22, 2026 By:
Michael Stock
Chief Financial Officer (Principal Financial Officer)
−Removed: July 23, 2026 By:
+Added: October 22, 2026 By:
Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)
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.