Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plans
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
Second Amendment to Credit Agreement
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. 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. The Second Amendment also removed the $25.0 million limitation on the deduction of unrestricted cash and cash equivalents in
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calculating the leverage ratio and senior leverage ratio for purposes of testing compliance with such financial covenants when no loans are outstanding. 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.
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Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit
Number
Description
3.1 Second Amended and Restated Certificate of Incorporation of Liberty Energy Inc. (1)
3.2 Third Amended and Restated Bylaws of Liberty Energy Inc. (1)
10.1 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 *
10.2 Supply Contract, dated July 22, 2026, by and between Liberty Advanced Equipment Technologies LLC and Caterpillar Inc. * # +
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) *
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95 Mine Safety Disclosure *
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
(1) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q, filed on July 25, 2025.
* Filed herewith.
** Furnished herewith.
# Portions of this exhibit have been redacted because the company has determined that the redacted information is not material and is the type that the company treats as private or confidential
+ Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Ron Gusek
Date: October 22, 2026 By: Ron Gusek
Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Stock
Date: October 22, 2026 By: Michael Stock
Chief Financial Officer (Principal Financial Officer)
/s/ Ryan T. Gosney
Date: October 22, 2026 By: Ryan T. Gosney
Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer)
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