What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-07 · 72 added, 114 removed, 619 unchanged (23% of the section changed)

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An unexpected change in customer financial condition or future economic uncertainty could result in additional requirements for specific reserves, which could have a material effect on our business, financial condition, results of operations and cash flows.

We cannot predict the impact of the ongoing war in Ukraine and the instability in the Middle East on the global economy, energy markets, geopolitical stability, industries in which we operate and our business.

All of our infrastructure, well completion, natural sand proppant, and other services are concentrated in North America.

However, the broader consequences of the Russian-Ukrainian conflict, and the instability in the Middle East may increase volatility in the price and demand for oil and natural gas, which would adversely impact the oilfield services industry, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.

We cannot predict the impact of the ongoing war in Ukraine, the instability in the Middle East and actions by the United States in Venezuela on the global economy, energy markets, geopolitical stability, industries in which we operate and our business.

Broader consequences of the Russian-Ukrainian conflict, instability in the Middle East and actions by the United States in Venezuela may increase volatility in the price and demand for oil and natural gas, which would adversely impact the oilfield services industry, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.

We cannot predict the extent of these wars’ effect on our business and results of operations as well as on the global economy, energy markets and industries in which we operate.

Cobra, one of our infrastructure services subsidiaries, was party to service contracts with PREPA.

Cobra was party to service contracts with PREPA.

Due to PREPA’s bankruptcy proceedings, PREPA ’ s ability to meet its payment obligations under the contracts is largely dependent upon funding from the FEMA or other sources.

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PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”).

PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources.

As a result, PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources.

Since September 30, 2019, Cobra has been pursuing litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC.

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Further, as noted above, our contracts with PREPA have concluded and we have not obtained, and there can be no assurance that we will be able to obtain, one or more contracts with other customers to replace the level of services that we provided to PREPA.

Opportunities associated with government contracts could lead to increased governmental regulation applicable to us.

Most government contracts are awarded through a regulated competitive bidding process.

If we are successful in being awarded government contracts, significant costs could be incurred by us before any revenues were realized from these contracts.

Government agencies may review a contractor’s performance, cost structure and compliance with applicable laws, regulations and standards.

If government agencies determine through these reviews that costs were improperly allocated to specific contracts, they will not reimburse the contractor for those costs or may require the contractor to refund previously reimbursed costs.

If government agencies determine that we engaged in improper activity, we may be subject to civil and criminal penalties.

Government contracts are also subject to renegotiation of profit and termination by the government prior to the expiration of the term.

If our portfolio of aircraft assets becomes obsolete or experiences a decline in customer demand, our ability to lease or sell our portfolio of aircraft assets and our results of operations may be negatively impacted and may result in impairment charges.

Aircraft assets are long-lived assets, requiring long lead times to develop and manufacture, with some components and models becoming obsolete or less in demand over time, in particular when newer, more advanced aircraft are manufactured.

Our portfolio of aircraft assets, as well as aircraft assets we might acquire, have exposure to a decline in customer demand or obsolescence, particularly if unanticipated events occur which shorten the life cycle of aircraft types, including:

the introduction of superior aircraft or technology, such as new airframes or engines with higher fuel efficiency;

the entrance of new manufacturers which could offer aircraft and/or components that are more attractive to our target lessees, including manufacturers of alternative technology aircraft and/or components;

the advent of alternative transportation technologies which could make travel by air less desirable;

government regulations, including those limiting noise and emissions and the age of aircraft operating in a jurisdiction;

the costs of operating an aircraft, including maintenance which increases with aircraft age;

and compliance with airworthiness directives.

Obsolescence of certain aircraft assets may also trigger impairment charges, increase depreciation expense or result in losses related to aircraft asset value.

The demand for our portfolio of aircraft assets is also affected by other factors outside of our control, including:

air passenger demand;

air cargo demand;

air travel restrictions;

airline financial health;

changes in fuel costs, interest rates, foreign currency, inflation and general economic conditions;

technical problems associated with a particular aircraft or engine model;

airport and air traffic control infrastructure constraints;

and the availability and cost of financing.

As demand for particular aircraft declines, lease rates for both the aircraft and components of that type of aircraft are likely to correspondingly decline, the residual values of that type of aircraft and/or aircraft components could be negatively impacted, and we may be unable to lease or sell such aircraft assets on favorable terms, if at all.

In addition, the risks associated with a decline in demand for a particular aircraft model or type increase if we acquire a high concentration of such aircraft and/or aircraft components.

If demand declines for a model or type of aircraft and/or components of which we own or of which we have a relatively high concentration, or should the aircraft model or type become obsolete, our ability to lease or sell those aircraft and/or aircraft components and our results of operations may be negatively impacted and may result in impairment charges.

Our revolving credit facility impose restrictions on us that may affect our ability to successfully operate our business.

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The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas.

In March and April 2020, concurrent with the COVID-19 pandemic and quarantine orders in the U.S.

and worldwide, oil prices dropped sharply to below zero dollars per barrel for the first time in history due to factors including significantly reduced demand and a shortage of storage facilities.

In 2021, U.S.

oil production stabilized as commodity prices increased and demand for crude oil rebounded throughout 2022.

Throughout 2023, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities for our customers, in particular, in the

Utica and Marcellus Shale natural gas plays, and, as a result, reduced demand for our well completion services.

Throughout 2024, we continued to experience persistent challenges in our well completion business and other oilfield services associated with lower U.S.

Throughout 2024 and 2025, we experienced persistent challenges in our oilfield services associated with lower U.S.

onshore activity and sustained weakness in the natural gas basins in which we operate.

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• the price and quantity of foreign imports;

• political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia, including the impact of the war in Ukraine and the instability in the Middle East on the global energy and capital markets and global stability;

• political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia, including the impact of the war in Ukraine, instability in the Middle East and actions by the United States in Venezuela on the global energy and capital markets and global stability;

• the ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

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Any of the above factors could impact the level of oil and natural gas exploration and production activity and could ultimately have a material adverse effect on our business, financial condition, results of operations and cash flows.

Further, future weakness in commodity prices could impact our business going forward, and we could

encounter difficulties such as an inability to access needed capital on attractive terms or at all, recognizing asset impairment charges, an inability to meet financial ratios contained in our debt agreements, a need to reduce our capital spending and other similar impacts.

Further, future weakness in commodity prices could impact our business going forward, and we could encounter difficulties such as an inability to access needed capital on attractive terms or at all, recognizing asset impairment charges, an inability to meet financial ratios contained in our debt agreements, a need to reduce our capital spending and other similar impacts.

The cyclicality of the oil and natural gas industry may cause our operating results to fluctuate.

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Our long-term success depends on our ability to effectively address the energy transition to a lower carbon footprint, which will require adapting our portfolio of oilfield services to potentially changing or more burdensome government requirements and customer preferences.

If the energy industry transition changes faster than anticipated or in a manner that we do not anticipate, demand for oilfield services could be adversely affected.

If the energy industry transition changes faster than anticipated or in a manner that we

do not anticipate, demand for oilfield services could be adversely affected.

Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, comply with new and evolving regulatory requirements on climate change, or if investors or financial institutions shift funding away from companies in fossil fuel related industries, our business, access to capital and the market for our securities could be negatively impacted.

Investor and regulatory focus on environmental, social and governance (“ESG”) matters continues to increase.

In addition to climate change, there remains attention on topics such as diversity and inclusion, human rights, and human and natural capital, in companies’ own operations as well as their supply chains.

In addition, perspectives on the efficacy of ESG considerations continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations.

In addition, our inability to timely address these new and evolving regulatory requirements or pressures may result in regulatory enforcement actions or shareholder litigation and otherwise damage our reputation.

In March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information.

To the extent this rule is finalized as proposed, we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors.

However, President Trump has indicated his support for rescission of these climate-related disclosure rules.

Increasing attention to global climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs or otherwise adversely affect us.

For example, shareholder activism has recently been increasing in our industry, and shareholders may attempt to effect changes to our business or governance to deal with climate change-related issues, whether by shareholder proposals, public campaigns, proxy solicitations or otherwise, which

may result in significant management distraction and potentially significant expense.

Additionally, cities, counties, and other governmental entities in several states in the U.S.

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Any of these climate change-related litigation risks could result in unexpected costs, negative sentiments about our company, disruptions to our business, and increases to our operating expenses, which in turn could have an adverse effect on our business, financial condition and cash flow.

The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our operations.

In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases.

For example, the Infrastructure Investment and Jobs Act and the IRA contain billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration, amongst other provisions.

Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in model year 2027.

In addition, the IRA imposes the first ever federal fee on the emission of GHGs through a methane emissions charge, which will be phased-in starting in 2024.

The IRA could accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for our services related to the oil and natural gas industry.

Shortages, delays in delivery and interruptions in supply of major components, replacement parts or, other equipment, supplies or materials may adversely affect our pressure pumping business.

During periods of increased demand for drilling and completion services, such as those in the second half of 2022 and early 2023, the industry has experienced shortages of major components, replacement parts, other equipment, supplies and materials, including, in the case of our pressure pumping operations, replacement parts, engines and other equipment, proppants, acid, gel and water.

These shortages can cause the price of these items to increase significantly and require that orders for the items be placed well in advance of expected use.

In addition, any interruption in supply could result in significant delays in delivery of equipment and materials and delay or prevent operations.

Interruptions may be caused by, among other reasons:

• weather issues, whether short-term such as a hurricane or winter storm, or long-term such as a drought;

• shortage in the number of vendors able or willing to provide the necessary equipment, supplies and materials, including as a result of commitments of vendors to other customers or third parties.

Additionally, changes in U.S.

Shortages, delays in delivery and interruptions in supply of major components, replacement parts or, other equipment, supplies or materials may adversely affect our rental business.

Changes in U.S.

and foreign trade regulations and tariffs, including potential increases of tariffs on goods imported into the U.S.

may cause a rise in the cost of replacement parts for our pressure pumping operations.

may cause a rise in the cost of replacement parts for our rental service operations.

These price increases, delays in delivery and interruptions in supply may require us to increase capital and repair expenditures and incur higher operating costs.

Severe shortages, delays in delivery and interruptions in supply could limit our ability to construct and operate our pressure pumping fleets and hinder our ability to execute on our business plan, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Severe shortages, delays in delivery and interruptions in supply could limit our ability to construct and operate our rental equipment and hinder our ability to execute on our business plan, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Oilfield services equipment, refurbishment and new asset construction projects, as well as the reactivation of oilfield service assets that have been idle for six months or longer, are subject to risks which could cause delays or cost overruns and adversely affect our business, cash flows, results of operations and financial position.

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The oilfield services industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies.

As competitors and others use or develop new technologies or technologies comparable to ours in the future, we may lose market share or be placed at a competitive disadvantage.

As competitors and others use or develop new technologies or

technologies comparable to ours in the future, we may lose market share or be placed at a competitive disadvantage.

Further, we may face competitive pressure to implement or acquire certain new technologies at a substantial cost.

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Our profitability is dependent upon our ability to accurately estimate the costs associated with our services and our ability to execute in accordance with our plans.

A variety of factors could negatively affect these costs, such as lower than anticipated productivity, conditions at work sites

differing materially from those anticipated at the time we bid on the contract and higher than expected costs of materials and labor.

A variety of factors could negatively affect these costs, such as lower than anticipated productivity, conditions at work sites differing materially from those anticipated at the time we bid on the contract and higher than expected costs of materials and labor.

These variations, along with other risks inherent in performing fixed price contracts, could cause actual project revenue and profits to differ from original estimates, which could result in lower margins than anticipated, or losses, which could reduce our profitability, cash flows and liquidity.

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Costs incurred as a result of warranty claims could adversely affect our financial condition, results of operations and cash flows.

Our infrastructure services business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power transmission and commercial construction.

Our infrastructure services business involves professional judgments regarding the planning, design, development, construction, operations and management of fiber-optic networks.

Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages.

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The timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results.

A portion of our infrastructure services revenue is derived from project-based work that is awarded through a competitive bid process.

It is generally very difficult to predict the timing and geographic distribution of the projects that we will be awarded.

The selection of, timing of, or failure to obtain projects, delays in awards of projects, the re-bidding or termination of projects due to budget overruns, cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets, which could lower our overall profitability and reduce our cash flows.

Even if we are awarded contracts, we face additional risks that could affect whether, or when, work will begin.

This can present difficulty in matching workforce size and equipment location with contract needs.

In some cases, we may be required to bear the cost of a ready workforce and equipment that is larger than necessary, which could impact our cash flow, expenses and profitability.

If an expected contract award or the related work release is delayed or not received, we could incur substantial costs without receipt

of any corresponding revenues.

Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments from the customer.

Finally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period.

Many of our contracts may be canceled upon short notice, typically 30 to 90 days, even if we are not in default under the contract, and we may be unsuccessful in replacing our contracts if they are canceled or as they are completed or expire.

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There can be no assurance that we will be the successful bidder on our existing contracts that come up for re-bid.

Delays and reductions in government appropriations can negatively impact energy infrastructure engineering, design, construction, maintenance and repair projects and may impair the ability of our energy infrastructure customers to timely pay for products or services provided or result in their insolvency or bankruptcy, any of which exposes us to credit risk of our infrastructure customers.

Delays and reductions in government appropriations can negatively impact infrastructure engineering, design, construction, maintenance and repair projects and may impair the ability of our infrastructure customers to timely pay for products or services provided or result in their insolvency or bankruptcy, any of which exposes us to credit risk of our infrastructure customers.

Many of our infrastructure customers derive funding from federal, state and local bodies.

Delayed or reduced appropriations may cancel, curtail or delay projects and may have an adverse effect on our business, results of operations, cash flows and financial condition.

Outcomes of rate cases may impact the capital expenditure budgets of our infrastructure customers and may result in lower demand for our services.

Many of our infrastructure customers are regulated by governing bodies and the prices they charge their customers are decided through a process called a rate case.

A rate case is a formal process, conducted by utility regulators, to determine if the utility’s proposed base rates are just and reasonable.

The outcome of rate cases may impact the capital expenditure budgets of our infrastructure customers and, in turn, could result in lower demand for our services and may have an adverse effect on our business, results of operations, cash flows and financial condition.

An increase in the prices of certain materials used in our businesses could adversely affect our business, financial condition, results of operation and cash flows.

We are exposed to market risk of increases in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in some of our infrastructure and pressure pumping businesses.

An increase in these materials could increase our operating costs, limit our ability to service our customers’ needs or otherwise materially and adversely affect our business, financial condition, results of operation and cash flows.

Inaccuracies in estimates of volumes and qualities of our sand reserves could result in lower than expected sales and higher than expected production costs.

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For example, these estimates assume that our revenue and cost structure will remain relatively constant over the life of our reserves.

If these assumptions prove to be inaccurate, some or all of our reserves may not be economically mineable,

which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If these assumptions prove to be inaccurate, some or all of our reserves may not be economically mineable, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, our current customer contracts require us to deliver frac sand that meets certain specifications.

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As part of our natural sand proppant services business, we rely on third parties for raw materials and transportation, and the suspension or termination of our relationship with one or more of these third parties could adversely affect our business, financial conditions, results of operations and cash flows.

As part of our natural sand proppant services business, we mine and process sand into premium monocrystalline sand, a specialized mineral that is used as a proppant (also known as frac sand) at our Barron County and Jackson County, Wisconsin plants.

Until September 2025, we also mined and processed sand at a Barron County, Wisconsin plant.

We sell natural sand proppant to our customers for use in their hydraulic fracturing operations to enhance the recovery rates of hydrocarbons from oil and natural gas wells.

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Further, federal and state governments and agencies have adopted various laws and regulations or are evaluating proposed legislation and regulations that are focused on the extraction of shale gas or oil using hydraulic fracturing, a process which utilizes proppants such as those that we produce.

Future hydraulic fracturing-related legislation or regulations could restrict the ability of our customers to utilize, or increase the cost associated with, hydraulic fracturing, which could reduce demand for our proppants and adversely affect our business, financial condition,

results of operations and cash flows.

For additional information regarding the regulation of hydraulic fracturing, see Item 1.

“Business — Regulation of Hydraulic Fracturing” included elsewhere in this annual report.

We face distribution and logistics challenges in our business.

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Certain of our facilities are also required to obtain storm water permits.

The water discharge, storm water or any other permits we may be required to have in order to conduct our frac sand processing operations is subject to regulatory discretion, and any inability to obtain or maintain the necessary permits could have an adverse effect on our ability to run such operations.

Similar to our natural sand proppant services, certain of our completion and production services, particularly our hydraulic fracturing services, are substantially dependent on the availability of water.

Restrictions on our ability, or our customers’ ability, to obtain water may have an adverse effect on our business, financial condition, results of operations and cash flows.

Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing processes.

In recent years, certain areas in which we operate have experienced drought conditions and competition for water in such areas is growing.

As a result, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply.

For example, in 2021, the Texas Legislature directed the

Texas Railroad Commission to adopt rules encouraging fluid oil and gas waste recycling.

In January 2025, the Commission adopted the first overhaul of oilfield waste rules in over 40 years, to, among other things, encourage waste recycling.

Our inability, or customers’ inability, to obtain water to use in our operations from local sources or to effectively utilize flowback water could have an adverse effect on our business, financial condition, results of operations and cash flows.

The water discharge, storm water or any other permits we may be required to have in order to conduct our frac sand processing operations

is subject to regulatory discretion, and any inability to obtain or maintain the necessary permits could have an adverse effect on our ability to run such operations.

The customized nature, and remote location, of the modular camps that we provide and service present unique challenges that could adversely affect our ability to successfully operate our remote accommodations business.

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In addition to the investigations and legal proceedings referenced in the risk factors above, from time to time, we are subject to various claims, lawsuits and other legal proceedings brought or threatened against us in the course of our business.

These actions and proceedings may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, indemnity claims,

property damage and violation of federal or state securities laws.

We may also be subject to litigation in the normal course of business involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws.

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The loss of their services could adversely affect our business.

In particular, the loss of the services of our Chief Executive Officer or Chief Financial Officer could disrupt our operations.

We do not have any written employment agreement with either our Chief Executive Officer or our Chief Financial Officer at this time.

In particular, the loss of the services of our Chief Financial Officer or Chief Operating Officer could disrupt our operations.

We do not have any written employment agreement with either our Chief Financial Officer or our Chief Operating Officer at this time.

Further, we do not maintain “key person” life insurance policies on any of our employees.

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and Canada during severe weather conditions, which could have a material adverse effect on our financial condition and results of operations.

We provide well completion services and drilling services in the Utica, SCOOP, STACK, Permian Basin, Marcellus, Granite Wash, and Cana Woodford resource plays located in the continental U.S.

We provide infrastructure services in the northeastern, southwestern, midwestern and western portions of the United States.

We provide rental services and drilling services in the Utica, SCOOP, STACK, Permian Basin, Marcellus, Granite Wash, and Cana Woodford resource plays located in the continental U.S.

We provide infrastructure services in the southwestern and midwestern portions of the United States.

We provide remote accommodation services in the oil sands in Alberta, Canada.

We serve these markets through our facilities and service centers located in Ohio, Oklahoma, Texas, Wisconsin, Kentucky, California, Colorado, Oregon, Indiana and Alberta, Canada.

We serve these markets through our facilities and service centers located in Ohio, Oklahoma, Texas, Wisconsin and Alberta, Canada.

For the years ended December 31, 2025 and 2024, we generated approximately 38% and 77%, respectively, of our revenue from our operations in Ohio, Wisconsin, Minnesota, North Dakota, Pennsylvania, West Virginia and Canada where weather conditions may be severe, particularly during winter and spring months.

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Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms or at all, which could limit our ability to grow or conduct our business.

Our capital budget for 2025 is estimated to be $12 million, depending upon industry conditions and our financial results.

Our capital budget for 2026, excluding aviation equipment, is estimated to be $11 million, depending upon industry conditions and our financial results.

We fund our capital expenditures primarily with cash generated by operations and borrowings under our revolving credit facility.

We may be unable to generate sufficient cash from operations and other capital resources to meet our operating needs and/or maintain planned or future levels of capital expenditures which, among other things, may prevent us from acquiring new equipment, properly maintaining our existing equipment or restarting idled businesses or expanding existing

operations as demand may warrant.

Further, any disruptions or continuing volatility in the global financial markets and rising interest rates due to efforts to curb persistent inflation may lead to a contraction in credit availability and an increase in our cost of capital, which will adversely impact our ability to finance our operations.

Further, any disruptions or continuing volatility in the global financial markets and rising interest rates due to efforts to curb persistent inflation may lead to a contraction in credit

availability and an increase in our cost of capital, which will adversely impact our ability to finance our operations.

This could put us at a competitive disadvantage, impair our ability to meet our operating needs or interfere with our growth plans.

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Federal Reserve.

During the last two years, inflation in the U.S.

In 2023 and 2024, inflation in the U.S.

reached some of the highest levels in over 40 years, creating inflationary pressure on the cost of services, equipment and other goods in our industries and other sectors and contributing to labor and materials shortages across the supply-chain.

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Any increase in the development and utilization of in-house fracturing and directional drilling capabilities by our customers could decrease the demand for our oil and natural gas services and have a material adverse impact on our business.

Our operations are subject to hazards inherent in the oil and natural gas and energy infrastructure industries, which could expose us to substantial liability and cause us to lose customers and substantial revenue.

Our operations include hazards inherent in the oil and natural gas and energy infrastructure industries, such as equipment defects, vehicle accidents, fires, explosions, blowouts, surface cratering, uncontrollable flows of gas or well fluids, pipe or pipeline failures, abnormally pressured formations and various environmental hazards such as oil spills and releases of, and exposure to, hazardous substances.

For example, our operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives.

Our operations are subject to hazards inherent in the oil and natural gas and infrastructure industries, which could expose us to substantial liability and cause us to lose customers and substantial revenue.

Our operations include hazards inherent in the oil and natural gas and infrastructure industries, such as equipment defects, vehicle accidents, fires, explosions, blowouts, surface cratering, uncontrollable flows of gas or well fluids, pipe or pipeline failures, abnormally pressured formations and various environmental hazards such as oil spills and releases of, and exposure to, hazardous substances.

For example, until the sale of our hydraulic fracturing assets in 2025, our operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives.

The occurrence of any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

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This may cause us to restrict our operations, which might severely impact our financial position.

Since hydraulic fracturing activities are part of our operations, they are covered by our insurance against claims made for bodily injury, property damage and clean-up costs stemming from a sudden and accidental pollution event.

However, we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required under our insurance policy.

We have no coverage for gradual, long-term pollution events.

In addition, these policies do not provide coverage for all liabilities, and the insurance coverage may not be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at rates we consider reasonable.

A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

We are subject to extensive environmental, health and safety laws and regulations that may subject us to substantial liability or require us to take actions that will adversely affect our results of operations.

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“Business—Regulations” above.

Further, in connection with providing our infrastructure services, we have made a substantial investment in construction equipment that utilizes petroleum-based fuel.

Any changes in laws requiring us to use equipment that runs on alternative fuels could require a significant investment, which could have a material adverse effect on our results of operations, cash flows and liquidity.

Legislation or regulatory initiatives intended to address seismic activity could restrict our drilling and production activities, as well as our ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.

Legislation or regulatory initiatives intended to address seismic activity could restrict our drilling and production activities, as well as the ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing-related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity.

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For example, the Oklahoma Corporation Commission has implemented a variety of measures, including the adoption of the National Academy of Science’s “traffic light system,” pursuant to which the agency reviews new disposal well applications and may restrict operations at existing wells.

The Texas Railroad Commission has also implemented measures to assess the potential for seismic activity in the vicinity of disposal wells, and it has restricted and indefinitely suspended disposal well activities in some cases.

The Texas Railroad Commission has also implemented measures to

assess the potential for seismic activity in the vicinity of disposal wells, and it has restricted and indefinitely suspended disposal well activities in some cases.

These restrictions on the disposal of produced water and a moratorium on new produced water disposal wells could result in increased operating costs, requiring us to truck produced water, recycle it or dispose of it by other means, all of which could be costly and could adversely impact our results of operations, cash flows and liquidity.

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Matters such as the weight and dimensions of equipment are also subject to federal and state regulations.

From time to time, various legislative proposals are introduced, including proposals to increase federal, state, or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers.

From time to time, various legislative proposals are introduced, including proposals to

increase federal, state, or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers.

We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

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The impact of the changing demand for oil and natural gas services and products may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Recent federal legislation and regulatory initiatives, including provisions of the Inflation Reduction Act of 2022 (“IRA”), may accelerate the shift toward lower‑carbon energy sources by promoting renewable energy, clean fuels, carbon‑capture projects, and electric‑vehicle infrastructure, while also imposing costs on fossil‑fuel‑related operations through measures such as the phased‑in methane‑emissions charge and related EPA greenhouse‑gas rules.

These developments could increase compliance obligations for our customers and contribute to long‑term changes in capital allocation that reduce demand for our services.

The impact of the IRA has been partially moderated by the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which phases out or reduces certain IRA tax incentives for alternative‑energy technologies between 2025 and 2027.

While the OBBBA may slow the IRA’s potential effect on long‑term oil and natural‑gas demand, it does not eliminate broader policy trends favoring lower‑carbon energy, and the combined effects of these legislative changes continue to create uncertainty around our customers’ future spending and demand for our services.

Changes in tax laws and regulations or adverse outcomes resulting from examination of our tax returns may adversely affect our business, results of operations, financial condition and cash flow.

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We endeavor to allocate potential liabilities and risks between the parties in the MSAs.

Generally, under our MSAs, including those relating to our hydraulic fracturing services, we assume responsibility for, including control and removal of, pollution or contamination which originates above surface and originates from our equipment or services.

Generally, under our MSAs, including those relating to our hydraulic

fracturing services, we assume responsibility for, including control and removal of, pollution or contamination which originates above surface and originates from our equipment or services.

Our customer assumes responsibility for, including control and removal of, all other pollution or contamination which may occur during operations, including that which may result from seepage or any other uncontrolled flow of drilling fluids.

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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-K

Item 1A. Risk Factors