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What changed in Liberty Energy Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Liberty Energy Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+360 added−296 removedSource: 10-K (2026-02-02) vs 10-K (2025-02-06)

Top changes in Liberty Energy Inc.'s 2025 10-K

360 paragraphs added · 296 removed · 229 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

61 edited+46 added−14 removed84 unchanged
Biggest changeTaking care of our employees is one of our top priorities, and we continually invest in hiring, training and retaining the employees we believe to be the best in our field. We consistently assess the current business environment and labor market to refine our compensation and benefits programs in order to attract and retain top talent in our industry.
Biggest changeOur highly trained, experienced and motivated employees are critical to delivering our hydraulic fracturing services and supporting our entry into the distributed power business. Taking care of our employees is one of our top priorities, and we continually invest in hiring, training and retaining the employees we believe to be the best in our field.
We also make available free of charge through our website, www.libertyenergy.com, electronic copies of certain documents that we file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 11
We also make available free of charge through our website, www.libertyenergy.com, electronic copies of certain documents that we file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 13
These technologies include hydraulic fracture propagation models, reservoir engineering tools, large, proprietary shale production databases and multi-variable statistical analysis techniques. Taken together, these technologies have enabled us to be a leader in hydraulic fracture design innovation and application. Our management team has an average of over 20 years of energy services experience.
These technologies include hydraulic fracture propagation models, reservoir engineering tools, large, proprietary shale production databases and multi-variable statistical analysis techniques. Taken together, these technologies have enabled us to be a leader in completions design innovation and application. Our management team has an average of over 20 years of energy services experience.
These fractures release trapped hydrocarbon particles and provide a conductive channel for the oil or natural gas to flow freely to the wellbore for collection. The propping agent, or proppant, typically sand, becomes lodged in the cracks created by the hydraulic 1 fracturing process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well.
These fractures release trapped hydrocarbon particles and provide a conductive channel for the oil or natural gas to flow freely to the wellbore for collection. The propping agent, or proppant, typically sand, becomes lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons from the reservoir to the well.
Substantial fines and penalties can be imposed, and orders or injunctions limiting or prohibiting certain operations may be issued, in connection with any failure to comply with these laws and regulations. 6 Water Discharges The federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the U.S.
Substantial fines and penalties can be imposed, and orders or injunctions limiting or prohibiting certain operations may be issued, in connection with any failure to comply with these laws and regulations. 7 Water Discharges The federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the U.S.
Other potentially applicable provincial legislation in Alberta includes legislation directed at the transportation of dangerous goods, including oil (the Dangerous Goods Transportation and Handling Act , RSA 2000, c D-4 and associated regulations), legislation intended to provide for the responsible management of oil wells and associated sites, including remediation responsibilities (the Oil and Gas Conservation Act , RSA 2000, c O-6 and associated regulations), legislation establishing regulatory bodies overseeing oil and gas and electricity in Alberta (the Responsible Energy Development Act , SA 2012, c R-17.3 and the Alberta Utilities Commission Act , SA 2007, c A-37.2), legislation governing the removal of gas or propane from Alberta (the Gas Resources Preservation Act , RSA 2000, c G-4), legislation to effect conservation and prevent waste of the oil sands resource in Alberta (the Oil Sands Conservation Act , RSA 2000, c O-7), and legislation governing worker safety (the Occupational Health and Safety Act , SA 2017, c O-2.1).
Other potentially applicable provincial legislation in Alberta includes legislation directed at the transportation of dangerous goods, including oil (the Dangerous Goods Transportation and Handling Act , RSA 2000, c D-4 and associated regulations), legislation intended to provide for the responsible management of oil wells and associated sites, including remediation responsibilities (the Oil and Gas Conservation Act , RSA 2000, c O-6 and associated regulations), legislation establishing regulatory bodies overseeing oil and gas and electricity in Alberta (the Responsible Energy Development Act , SA 2012, c R-17.3 and the Alberta Utilities Commission Act , SA 2007, c A-37.2), legislation governing the removal of gas or propane from Alberta (the Gas Resources Preservation Act , RSA 2000, c G-4), legislation to effect conservation and prevent waste of the oil sands resource in Alberta (the Oil Sands Conservation Act , RSA 2000, c O-7), and legislation governing worker safety (the Occupational Health and Safety Act , SA 2020, c O-2.2).
To the extent the agencies expanding the range of properties subject to the Clean Water Act’s jurisdiction or impose more stringent requirements on discharges of wastewater, certain energy companies could face increased costs and delays with respect to obtaining permits, including for the discharge of dredge and fill activities in waters of the U.S. or wetland areas, which in turn could reduce demand for our services.
To the extent the agencies expand the range of properties subject to the Clean Water Act’s jurisdiction or impose more stringent requirements on discharges of wastewater, certain energy companies could face increased costs and delays with respect to obtaining permits, including for the discharge of dredge and fill activities in waters of the U.S. or wetland areas, which in turn could reduce demand for our services.
The following is a summary of some of the existing laws, rules, and regulations to which we are subject. 5 U.S. Laws and Regulations Hazardous Substances and Waste Handling The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes regulate the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non-hazardous wastes. Under guidance issued by the U.S.
The following is a summary of some of the existing laws, rules, and regulations to which we are subject. 6 U.S. Laws and Regulations Hazardous Substances and Waste Handling The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes regulate the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non-hazardous wastes. Under guidance issued by the U.S.
We offer customers hydraulic fracturing services, 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 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 as of December 2011 to approximately 40 active fleets as of December 31, 2024. We are focused on providing “next-generation” frac fleets and technologies to assist our customers with completing their wells in an efficient and responsible manner.
We have grown from one active hydraulic fracturing fleet as of December 2011 to approximately 40 active fleets as of December 31, 2025. We are focused on providing “next-generation” frac fleets and technologies to assist our customers with completing their wells in an efficient and responsible manner.
Our founders and management are pioneers in the development of data-driven hydraulic fracturing technologies for application in shale plays. Prior to founding the Company, several members of the senior executive management team founded and built Pinnacle Technologies, Inc. (“Pinnacle Technologies”) into a leading fracturing technology company.
Our founders and management are pioneers in the development of data-driven completions technologies for application in shale plays. Prior to founding the Company, several members of the senior executive management team founded and built Pinnacle Technologies, Inc. (“Pinnacle Technologies”) into a leading fracturing technology company.
We utilize these databases to perform multi-variable statistical analysis that generates differential insight into fracture design optimization to enhance our customers’ production economics. Our emphasis on data analytics is also deployed during job execution through the use of real-time feedback on variables that maximizes customer returns by improving cost-effective hydraulic fracturing operations.
We utilize these databases to perform multi-variable statistical analysis that generates differential insight into fracture design optimization to enhance our customers’ production economics. Our emphasis on data analytics is also deployed during job execution through the use of real-time feedback on variables that maximizes customer returns by improving cost-effective completions operations.
The Alberta Energy Regulator has a number of directives that are applicable to energy services companies, such as Directive 050, updated in November 2024, which addresses salinity ranges for soils that can receive drilling wastes, Directive 058, updated in October 2022, which sets out regulatory requirements for the handling, treatment, and disposal of upstream oilfield waste, and Directive 083, updated in November 2024, which sets out the requirements for managing subsurface integrity associated with hydraulic fracturing, including seismic monitoring in certain areas of Alberta.
The Alberta Energy Regulator has a number of directives that are applicable to energy services companies, such as Directive 050, updated in November 2024, which addresses salinity ranges for soils that can receive drilling wastes, Directive 058, updated in February 2025, which sets out regulatory requirements for the handling, treatment, and disposal of upstream oilfield waste, and Directive 083, updated in November 2024, which sets out the requirements for managing subsurface integrity associated with hydraulic fracturing, including seismic monitoring in certain areas of Alberta.
We are also subject to OSHA’s regulatory standard for respirable crystalline silica, which provides measures to protect workers in hydraulic fracturing operations from exposure to this chemical including limiting exposure to airborne respirable crystalline silica in excess of a specified limit.
We are also subject to OSHA’s regulatory standard for respirable crystalline silica, which provides measures to protect workers in completions operations from exposure to this chemical including limiting exposure to airborne respirable crystalline silica in excess of a specified limit.
Our sales and marketing activities typically are performed through our local sales representatives in each geographic region and are supported by our corporate headquarters. For the years ended December 31, 2024, 2023 and 2022, our top five customers collectively accounted for approximatel y 43% , 34%, and 30% of our revenues, respectively.
Our sales and marketing activities typically are performed through our local sales representatives in each geographic region and are supported by our corporate headquarters. For the years ended December 31, 2025, 2024 and 2023, our top five customers collectively accounted for approximatel y 39% , 43%, and 34% of our revenues, respectively.
As a result, we are among the safest service providers in the industry with a constant focus on Health, Safety and Environmental performance and service quality, as evidenced by an average incident rate that was consistently lower than the industry average from 2022 to 2024.
As a result, we are among the safest service providers in the industry with a constant focus on Health, Safety and Environmental performance and service quality, as evidenced by an average incident rate that was consistently lower than the industry average from 2023 to 2025.
We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our 2 proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO 2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology which eliminates the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; and (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield.
We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO 2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology and piped sand slurry solution which eliminate the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield; and (viii) a suite of internally developed software solutions incorporating advanced analytics to support operations, maintenance and logistics management.
We purchase a wide variety of raw materials, parts and components that are manufactured and supplied for our operations. We are not dependent on any single source of supply for those parts, supplies or materials.
We purchase a wide variety of raw materials, parts and components that are manufactured and supplied for our hydraulic fracturing and distributed power operations. We are not dependent on any single source of supply for those parts and components, supplies or materials.
Governmental Regulation and Climate Change As a company with operations primarily in the United States and Canada, we are subject to the laws of both jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among those jurisdictions.
Governmental Regulation and Climate Change As a company with operations primarily in the United States and Canada, as well as smaller operations in Australia, we are subject to the laws of all jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among those jurisdictions.
The adoption of new or revised legislation or regulation could make it significantly more difficult and/or costly to drill and operate oil and gas wells.
The adoption of new or revised legislation or regulations could make it more difficult and/or costly to drill and operate oil and gas wells.
This fee as well as additional requirements on greenhouse gas emissions from our customers could have an adverse effect on their costs of operations or financial performance, thereby adversely affecting our business, financial condition, and results of operations. Also, the U.S.
This fee as well as confusion about how the fee is calculated and paid and additional requirements on greenhouse gas emissions from our customers could have an adverse effect on their costs of operations or financial performance, thereby adversely affecting our business, financial condition, and results of operations. Also, the U.S.
Other environmental legislation in the Province that applies to energy service companies includes: the Water Act, RSA 2000, c W-3 and associated regulations, under which companies must apply for a license for any water use; and the Wildlife Act, RSA 2000, c W-10 which provides for the protection and conservation of wild animals and endangered species in Alberta.
Other environmental legislation in the Province that applies to energy service companies includes: the Water Act, RSA 2000, c W-3 (Alberta) or the Water Sustainability Act , SBC 2014, c 15 (British Columbia) and associated regulations, under which companies must apply for a license for any water use; and the Wildlife Act, RSA 2000, c W-10 (Alberta) or the Wildlife Act , RSBC 1996, c 488 (British Columbia) which provides for the protection and conservation of wild animals and endangered species.
If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could reduce demand for our business by making it more difficult or costly for certain customers to perform fracturing to stimulate production from tight formations.
If new laws or regulations that adversely impact hydraulic fracturing are adopted, such laws or regulations could reduce customer demand for our business by making it more difficult or costly to perform fracturing to stimulate production from tight formations.
In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity throughout the year to better service our customers.
In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity during completions services jobs to better serve our customers.
This deployment also included mobile generation units to provide the needed electricity to power our digiFrac pumps in remote locations. • In 2024, the Bettering Human Lives Foundation, a non-profit organization dedicated to improving the well-being of communities worldwide with an early focus on promoting clean cooking solutions, supported two companies in Kenya 3 and Ghana to convert schools from burning firewood to liquid petroleum gas.
This deployment also included mobile generation units to provide the needed electricity to power our digiFrac pumps in remote locations. • In 2024, the Company established the Bettering Human Lives Foundation, a non-profit organization dedicated to improving the well-being of communities worldwide with an early focus on promoting clean cooking solutions, supporting entrepreneurs in Sub-Saharan Africa to convert homes and schools from burning firewood to liquid petroleum gas.
Provincial Legislation Energy services companies are primarily regulated by provincial governments in Canada. For example, in Alberta, provincial legislation potentially applicable to our Canadian operations includes the Environmental Protection and 8 Enhancement Act , RSA 2000, e E-12.
Provincial Legislation Energy services companies are primarily regulated by provincial governments in Canada. For example, in Alberta, provincial legislation potentially applicable to our Canadian operations includes the Environmental Protection and 10 Enhancement Act , RSA 2000, e E-12, and in British Columbia, the Environmental Management Act , SBC 2003, c 53.3 .
We provide K-12 scholarships to low-income children through Alliance for Choice in Education, and we proudly fund a Liberty Scholars program at Montana Technological University to enable lower-income students to obtain a college education. In total, over 100 students received Liberty scholarships across the U.S. and Canada in 2024.
We provide K-12 scholarships to low-income children through Alliance for Choice in Education, and we proudly fund a Liberty Scholars program at Montana Technological University to enable lower-income students to obtain a college education.
We provide services in various geographic regions across the United States and Canada, and our competitors include many large and small oilfield service providers, including some of the largest integrated service companies. Our hydraulic fracturing services compete with large, integrated companies such as Halliburton Company as well as other companies including Patterson-UTI Energy Inc. and ProFrac Holding Corp.
Competitors for our hydraulic fracturing and related services include many large and small oilfield service providers, including some of the largest integrated service companies. Our hydraulic fracturing services compete with large, integrated companies such as Halliburton Company as well as other companies including Patterson-UTI Energy Inc. and ProFrac Holding Corp.
Although we are not likely to become subject to greenhouse gas emissions permitting and best available control technology requirements because none of our facilities are presently major sources of greenhouse gas emissions, such requirements could become applicable to our customers. In addition, the EPA has used the CAA to impose additional greenhouse gas emissions control requirements upon our customers.
Although we are not likely to become subject to greenhouse gas emissions permitting and best available control technology requirements because none of our facilities are presently major sources of greenhouse gas emissions, such requirements could become applicable to our customers should the EPA not repeal these requirements.
In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate. Recent Leadership Updates On February 3, 2025, Christopher A.
In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.
Wright, our Chief Executive Officer and Chairman of the Board, was confirmed to the position of Secretary of Energy of the United States and resigned from his positions as Chairman of the Board, Director, and Chief Executive Officer of the Company.
Recent Leadership Updates On February 3, 2025, Christopher A. Wright, our Chief Executive Officer and Chairman of the Board, was confirmed to the position of Secretary of Energy of the United States and resigned from his positions as Chairman of the Board, Director, and Chief Executive Officer of the Company.
Furthermore, the Inflation Reduction Act (“IRA 2022”) imposes a methane emissions charge on certain emissions from specific classes of sources that are required to report their greenhouse gas emissions, which began in calendar year 2024.
In addition, the EPA has used the CAA to impose additional greenhouse gas emissions control requirements upon our customers. Furthermore, the Inflation Reduction Act (“IRA 2022”) imposes a methane emissions charge on certain emissions from specific classes of sources that are required to report their greenhouse gas emissions, which began in calendar year 2024.
In the course of such evaluations, an agency will evaluate the potential direct, indirect, and cumulative impacts of a proposed project and, if necessary, will prepare a detailed Environmental Impact Statement that must be made available for public review and comment.
In the course of such evaluations, an agency will evaluate the potential direct, indirect, and cumulative impacts of a proposed project and, if necessary, will prepare a detailed Environmental Impact Statement that must be made available for public review and comment. The various regulations issued under NEPA are in the process of being revisited and revised by the Trump administration.
Item 1. Business Our Company The Company, together with its subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas exploration and production (“E&P”) companies.
Item 1. Business Our Company The Company, together with its subsidiaries, is a leading integrated energy services and technology company, and one of the largest providers of innovative completions services and related technologies to onshore oil, natural gas, and enhanced geothermal exploration and production (“E&P”) companies.
Our operations are organized into a single business segment, which consists of hydraulic fracturing services, including wireline, proppant delivery and goods, including our Permian Basin sand mines, and natural gas compression and delivery, and we have one reportable geographical segment, North America.
We also offer customers the latest real-time logistics software, PropConnect™, as a hosted software as a service. Our operations are organized into a single business segment, which consists of completions services, including hydraulic fracturing, wireline, proppant delivery and goods, including our Permian Basin sand mines, and natural gas compression and delivery, and we have one reportable geographical segment, North America.
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 CNG fueling services, which are critical to maintaining highly efficient well site operations.
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.
Climate Change The EPA has determined that emissions of greenhouse gases, including carbon dioxide and methane, present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.
Climate Change The EPA previously determined that emissions of greenhouse gases, including carbon dioxide and methane, present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes. This determination, known as the Endangerment Finding, may be rescinded by the Trump Administration.
In addition, we rely, to a great extent, on the technical expertise and know-how of our personnel to maintain our competitive position, and we take commercially reasonable measures to protect trade secrets and other confidential and/or proprietary information relating to the technologies we develop. 4 Human Capital Management As of December 31, 2024, we had approximately 5,700 employees and no unionized labor.
In addition, we rely, to a great extent, on the technical expertise and know-how of our personnel to maintain our competitive position, and we take commercially reasonable measures to protect trade secrets and other confidential and/or proprietary information relating to the technologies we develop.
Areas of North American Operations The process of hydraulic fracturing involves pumping a pressurized stream of fracturing fluid (typically a mixture of water, chemicals and proppant) into a well casing or tubing to cause the underground formation to fracture or crack.
LPI also expanded its natural gas fueling services to support larger scale distributed power installations. 1 Areas of North American Operations The process of hydraulic fracturing involves pumping a pressurized stream of fracturing fluid (typically a mixture of water, chemicals and proppant) into a well casing or tubing to cause the underground formation to fracture or crack.
For the year ended December 31, 2024, Occidental Petroleum Corporation accounted for more than 10% of consolidated revenues.
For the year ended December 31, 2025, Occidental Petroleum Corporation and XTO Energy Inc. accounted for more than 10% of consolidated revenues. For the year ended December 31, 2024, Occidental Petroleum Corporation accounted for more than 10% of consolidated revenues. For the year ended December 31, 2023, no customers accounted for more than 10% of consolidated revenues.
This Act promotes the protection, enhancement and wise use of the environment, and deals with matters such as air emissions, water discharges, and the handling of hazardous substances and waste control (for example, under the Waste Control Regulation , Alta Reg 192/1996).
These Acts promote the protection, enhancement and wise use of the environment, and deals with matters such as air emissions, water discharges, and the handling of hazardous substances and waste control (for example, under the Waste Control Regulation , Alta Reg 192/1996 (Alberta) or the Oil and Gas Waste Regulation , BC Reg 254/2005 (British Columbia)).
The mines provide sand to Liberty hydraulic fracturing fleets as well as to third parties. With a secured supply of regional sand in the basin, we reduce our dependency on other providers and any downtime that could result from sand supply issues.
The mines provide sand to Liberty fleets as well as to third parties. With a secured supply of regional sand in the basin, we reduce our dependency on other providers and any downtime that could result from sand supply issues. We are a leading provider of last-mile proppant delivery solutions, including proppant handling equipment and logistics software across North America.
Environmental assessment of major projects in Canada is shared between the federal and provincial governments. The federal environmental assessment legislation, the Impact Assessment Act , SC 2019, c 28, s1, governs approvals for federally regulated projects and was amended in June 2024. 9 Properties Properties Our corporate headquarters are located at 950 17 th Street, Suite 2400, Denver, Colorado 80202.
Environmental assessment of major projects in Canada is shared between the federal and provincial governments. The federal environmental assessment legislation, the Impact Assessment Act , SC 2019, c 28, s1, governs approvals for federally regulated projects and was amended in June 2024.
Our most notable declines typically occur in the fourth quarter of the year for the reasons described above. Additionally, some of the areas in which we have operations, including Canada, the DJ Basin, Powder River Basin and Williston Basin, are adversely affected by seasonal weather conditions, primarily in the winter and spring.
Additionally, some of the areas in which we have operations, including Canada, the DJ Basin, Powder River Basin and Williston Basin, can be adversely affected by seasonal weather conditions, primarily in the winter and spring.
Lastly, on January 22, 2025, the Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy. Focused on Continuous Improvement We support all energy sources that improve our energy system and better lives.
On January 22, 2025, our board of directors (the “Board”) approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.
In 2024, Liberty processed over 200 match requests to nearly 50 different organizations, totaling nearly $40,000 in matching contributions. Cyclical Nature of Industry We operate in a cyclical industry reflecting global oil and gas supply and demand dynamics, current and expected future oil and gas commodity prices, and the perceived stability and sustainability of those prices.
Cyclical Nature of Industry We operate in a cyclical industry reflecting global oil and gas supply and demand dynamics, current and expected future oil and gas commodity prices, and the perceived stability and sustainability of those prices.
In addition, we have built a strong relationship with the assemblers of our custom-designed hydraulic fracturing fleets and believe we will continue to have timely access to new, high capability fleets as we continue to grow.
In addition, we have built strong relationships with the manufacturers and assemblers of our custom-designed hydraulic fracturing fleets and power generation equipment and believe we will continue to have timely access to new, high capability equipment as we continue to grow. Liberty Advanced Equipment Technologies LLC provides engineering design, manufacturing, and packaging for certain equipment used in our operations.
The adoption of any legislation or regulation that restricts emissions of greenhouse gases from the equipment and operations of our customers or with respect to the oil and natural gas they produce could adversely affect demand for our products and services. 7 Hydraulic Fracturing Our business is clearly dependent on hydraulic fracturing and horizontal drilling activities.
The adoption of any legislation or regulation that restricts emissions of greenhouse gases from the equipment and operations of our customers or with respect to the oil and natural gas they produce could adversely affect demand for our products and services. 8 Hydraulic Fracturing As further described herein, hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations, including shale.
Other provinces in Canada have their own statutory regime applicable to oilfield service companies. Federal Legislation The Federal government in Canada shares certain jurisdiction with the provinces over certain environmental matters.
Other provinces in Canada have their own statutory regime applicable to oilfield service companies.
Health and Safety Our people are our most important asset and ensuring their safety and the safety of those around them is the most important thing we do.
Overall, we focus on individual contributions and team success to foster a culture built around operational excellence and superior safety. 5 Health and Safety Our people are our most important asset and ensuring their safety and the safety of those around them is the most important thing we do.
We passionately work to better the process of bringing hydrocarbons to the surface in a clean, safe and efficient fashion and view these principles as foundational to our business. We focus on developing and adding technologies to our operations that assist our customers in implementing their goals.
Robertson ’ s resignation. 3 Focused on Continuous Improvement We support all energy sources that improve our energy system and better lives. We passionately work to better the process of bringing hydrocarbons to the surface in a clean, safe and efficient fashion and view these principles as foundational to our business.
Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water. Intellectual Property Over the last several years and in connection with the acquisition of Siren, and others in prior periods, we have significantly invested in our research and technology capabilities.
Intellectual Property Over the last several years and in connection with the IMG Acquisition, and others in prior periods, we have significantly invested in our research and technology capabilities.
We believe that our wet sand handling technology is a key enabler of the next step of cost and emissions reductions in the proppant industry. We also offer customers the latest real-time logistics software, PropConnect™, as a hosted software as a service.
We offer innovative environmentally friendly technology with optimized dry and wet sand 2 containers and wellsite proppant handling equipment that drive logistics efficiency and reduce noise and emissions. We believe that our wet sand handling technology is a key enabler of the next step of cost and emissions reductions in the proppant industry.
We seek to differentiate ourselves from our competitors by delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment. Available Information We file or furnish annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act.
We seek to differentiate ourselves from our competitors by 12 delivering the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment. As we enter the distributed power business, our competitors may include utility provided grid power and multiple other distributed power providers.
For the years ended December 31, 2023, and 2022, no customers accounted for more than 10% of consolidated revenues. 10 Suppliers and Raw Materials We have a dedicated supply chain team that manages sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across our areas of operation.
Suppliers and Raw Materials We have a dedicated supply chain team that manages sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across our areas of operation. We have built long-term relationships with multiple industry leading suppliers of proppant, chemicals, and hydraulic fracturing and power generations equipment.
Promulgation of stricter permitting or emission control requirements could delay or impair our or our customers’ ability to obtain air emission permits, to develop new wells and to continue to operate existing wells, and result in fewer wells being drilled or redeveloped, causing a decrease in demand for our services.
While many of the rules impacting oil and gas production operations may not be directly applicable to our business, they are applicable to the business of our customers. Promulgation of stricter permitting or emission control requirements could delay or impair our or our customers’ ability to obtain air emission permits, causing a decrease in demand for our services.
As a result, we plan to continue to invest in our employees through both personal and professional training to attract and retain the best individuals in our areas of operation. Overall, we focus on individual contributions and team success to foster a culture built around operational excellence and superior safety.
This organic growth is essential in achieving the expertise and level of customer service we strive to provide each of our customers. As a result, we plan to continue to invest in our employees through both personal and professional training to attract and retain the best individuals in our areas of operation.
In recent years, the CAA has been used to impose additional stringent requirements upon oil and gas production operations. While many of these rules may not be directly applicable to our business, they are applicable to the business of our customers.
Further, the CAA imposes stringent requirements for stationary engine emissions performance including engines to be used in our distributed power solutions services. Additionally, in recent years, the CAA has been used to impose additional requirements on oil and gas production operations.
We believe we have good relations with our employees and that one of our key competitive advantages is our people. Our highly trained, experienced and motivated employees are critical to delivering our hydraulic fracturing services.
Human Capital Management As of December 31, 2025, we had approximately 5,800 employees and no unionized labor. We believe we have good relations with our employees and that one of our key competitive advantages is our people.
To date, we have generally been able to obtain the equipment, parts and supplies necessary to support our operations, although we have experienced delivery delays and shortages on some items.
To date, we have generally been able to obtain the equipment, parts and components, and supplies necessary to support our operations. Competition The markets in which we operate are highly competitive. We provide services in various geographic regions across the United States and Canada.
We strive to promote from within our existing employee base to manage new hydraulic fracturing fleets and organically grow our operating expertise. This organic growth is essential in achieving the expertise and level of customer service we strive to provide each of our customers.
We consistently assess the current business environment and labor market to refine our compensation and benefits programs in order to attract and retain top talent in our industry. We strive to promote from within our existing employee base to manage new fleets and organically grow our operating expertise.
Removed
We are a leading provider of last-mile proppant delivery solutions, including proppant handling equipment and logistics software across North America. We offer innovative environmentally friendly technology with optimized dry and wet sand containers and wellsite proppant handling equipment that drive logistics efficiency and reduce noise and emissions.
Added
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.
Removed
We also own and operate Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications.
Added
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.
Removed
On April 6, 2023, LPI expanded its footprint with the acquisition of Siren Energy & Logistics, LLC (“Siren” and such acquisition, the “Siren Acquisition”), a Permian focused integrated natural gas compression and CNG delivery business that we have since expanded to other basins. LPI provides CNG supply, field gas processing and treating, and well site fueling and logistics.
Added
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.
Removed
Through 2024, LPI was primarily focused on supporting an industry transition to natural gas fueled technologies, serving as a key enabler of the next step of cost and emissions reductions in the oilfield.
Added
During 2025, LPI was primarily focused on the planning and development of our power service platform to pursue projects supporting the power demand created by new data center development and other commercial and industrial applications.
Removed
In January 2025, we announced LPI’s expansion into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac pumps into other areas inside and outside of the oilfield.
Added
LPI is in the process of expanding market awareness of its integrated power and fuel solutions offering, developing engineered solutions, and ordering equipment and long-lead time items for these expected projects.
Removed
During 2024, we made charitable contributions of $0.9 million to the Bettering Human Lives Foundation. • The third edition of Liberty’s Bettering Human Lives report, emphasizing energy’s central role in human lives, was released in February 2024.
Added
LPI’s technology platform for distributed power generation includes (a) the Forte SM solution, which uses a modular, standardized construction approach for generation sites to reduce the risk of project execution, (b) the Tempo SM power quality management system to manage high-amplitude, cyclical load variations associated with artificial intelligence workloads and (c) when a grid interconnection is requested by the customer and available, the Chorus SM solution to optimize power costs through the use of a mix of co-located generation and grid power.
Removed
Over 30,000 copies of the report have been distributed worldwide to date. • In January 2025, we announced LPI’s expansion into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac pumps into other areas inside and outside of the oilfield. Furthermore, we are continuously committed to engagement in our communities.
Added
Additionally, on August 26, 2025, Audrey Robertson resigned from the Board and was subsequently confirmed to the position of Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy. On October 16, 2025, the Board appointed Ms. Alice Yake to the vacancy created by Ms.
Removed
As further described herein, hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations, including shale.
Added
We focus on developing and adding technologies to our operations that assist our customers in implementing their goals.
Removed
We lease our general office space at our corporate headquarters. The lease expires in December 2027.
Added
During 2025 and 2024, we made charitable contributions of $0.9 million and $0.9 million, respectively, to the Bettering Human Lives Foundation. • The third edition of Liberty’s Bettering Human Lives report, emphasizing energy’s central role in human lives, was released in February 2024. • In January 2025, we expanded our LPI power as a service business with the Forte℠ integrated power generation solution, Tempo℠ power quality system, and Chorus℠ potential grid integration offering to optimize power costs for our customers. • In January 2026, we announced the following key developments relating to LPI’s distributed power business: ◦ We signed an agreement with Vantage Data Centers to develop and deliver at least one gigawatt (GW) of power solutions to support Vantage data center projects for hyperscale end users, which is supported by a firm reservation of 400 megawatts (MW) of generation capacity to be delivered during 2027. ◦ We entered into a power reservation and preliminary energy services agreement with another leading data center developer for a 330 MW data center expansion in Texas.
Removed
We currently own or lease the following additional principal properties: District Facility Location Size Leased or Owned Midland, TX 90,000 sq. ft on 35 acres Owned Midland, TX 70,000 sq. ft on 12 acres Owned Midland, TX 14,000 sq. ft on 22 acres Owned Odessa, TX 77,500 sq. ft on 48 acres Owned Cibolo, TX 90,000 sq. ft on 34 acres Owned Kermit, TX 5,000 acres Owned Monahans, TX 3,200 acres Owned Magnolia, TX 63,350 sq. ft Leased (through May 31, 2031) Magnolia, TX 29,402 sq. ft Leased (through December 31, 2026) Orla, TX 4 acres Leased Shreveport, LA 215,000 sq ft. on 45 acres Owned Cheyenne, WY 115,000 sq. ft on 60 acres Owned Henderson, CO 50,000 sq. ft on 13 acres Leased (through December 31, 2034) Henderson, CO 96,582 sq. ft on 12 acres Owned Briggsdale, CO 7 acres Leased Williston, ND 55,000 sq. ft on 50 acres Owned Vernal, UT 30,901 sq. ft on 10 acres Leased (through September 30, 2025) El Reno, OK 80,000 sq. ft on 33 acres Owned Red Deer, AB 170,000 sq. ft on 42 acres Owned Grand Prairie, AB 135,000 sq. ft on 40 acres Owned We also lease several smaller facilities, which leases generally have terms of one to six years.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

79 edited+47 added−19 removed176 unchanged
Biggest changePlease refer to the explanation of the qualifications and limitation on forward-looking statements set forth on page ii hereof. 12 Risks Related to the Oil and Natural Gas Industry Federal, state, local and other applicable legislative and regulatory initiatives relating to hydraulic fracturing may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business.
Biggest changePlease refer to the explanation of the qualifications and limitation on forward-looking statements set forth on page ii hereof. 14 Risk Factors Summary The following is a summary of the certain risks that we believe apply to our business and the industry in which we operate: Risks Related to the Oil and Natural Gas Industry • Federal, state, local and other applicable legislative and regulatory initiatives relating to hydraulic fracturing may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business. • Federal legislation and regulatory initiatives relating to drilling on federal lands could harm our business and negatively impact the oil and natural gas industry. • Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on our liquidity, results of operations and financial condition. • The volatility of oil and natural gas prices may adversely affect the demand for our completions services and negatively impact our results of operations. • Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business. • Oil and natural gas companies’ operations using hydraulic fracturing are substantially dependent on the availability of water.
Industry conditions are influenced by numerous factors over which we have no control, including: • expected economic returns to E&P companies of new well completions; • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level of global oil and natural gas exploration and production; • the level of domestic and global oil and natural gas inventories; • the supply of and demand for hydraulic fracturing services and equipment in the United States and Canada; • federal, tribal, state and local laws, regulations and taxes, including the policies of governments regarding hydraulic fracturing, oil and natural gas exploration, development and production activities and the transportation of oil and gas by pipeline, as well as non-U.S. governmental regulations and taxes; • governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; • actions by the members of the Organization of Petroleum Exporting Countries and other oil exporting nations (“OPEC+”) with respect to oil production levels and potential changes in such levels; • global weather conditions and natural disasters; • worldwide political, military and armed conflict, and economic conditions; • the cost of producing and delivering oil and natural gas; • lead times associated with acquiring equipment and products and availability of qualified personnel; • the discovery rates of new oil and natural gas reserves; • the production decline rate of existing oil and gas wells; • stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or to restrict the exploration, development, production and transportation of oil and natural gas; • the availability of water resources, suitable proppant and chemical additives in sufficient quantities for use in hydraulic fracturing fluids; • advances in exploration, development and production technologies or in technologies affecting energy consumption; • the availability, proximity and capacity of oil and natural gas pipelines and other transportation facilities; • merger and divestiture activity among oil and natural gas producers; • the price and availability of alternative fuels and energy sources; and • uncertainty in capital and commodities markets and the ability of oil and natural gas companies to raise equity capital and debt financing.
Industry conditions are influenced by numerous factors over which we have no control, including: • expected economic returns to E&P companies of new well completions; • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level of global oil and natural gas exploration and production; 18 • the level of domestic and global oil and natural gas inventories; • the supply of and demand for completions services and equipment in the United States and Canada; • federal, tribal, state and local laws, regulations and taxes, including the policies of governments regarding hydraulic fracturing, oil and natural gas exploration, development and production activities and the transportation of oil and gas by pipeline, as well as non-U.S. governmental regulations and taxes; • governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; • actions by the members of the Organization of Petroleum Exporting Countries and other oil exporting nations (“OPEC+”) with respect to oil production levels and potential changes in such levels; • global weather conditions and natural disasters; • worldwide political, military and armed conflict, and economic conditions; • the cost of producing and delivering oil and natural gas; • lead times associated with acquiring equipment and products and availability of qualified personnel; • the discovery rates of new oil and natural gas reserves; • the production decline rate of existing oil and gas wells; • stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or to restrict the exploration, development, production and transportation of oil and natural gas; • the availability of water resources, suitable proppant and chemical additives in sufficient quantities for use in hydraulic fracturing fluids; • advances in exploration, development and production technologies or in technologies affecting energy consumption; • the availability, proximity and capacity of oil and natural gas pipelines and other transportation facilities; • merger and divestiture activity among oil and natural gas producers; • the price and availability of alternative fuels and energy sources; and • uncertainty in capital and commodities markets and the ability of oil and natural gas companies to raise equity capital and debt financing.
In the event that these or other new federal restrictions, delays or prohibitions relating to the hydraulic fracturing process are adopted in areas where we or our customers conduct business, we or our customers may incur additional costs or permitting requirements to comply with such federal requirements that may be significant and, in the case of our customers, also could result in added restrictions or delays in the pursuit of exploration, development, or production activities, which would in turn reduce the demand for our services and have a material adverse effect on our results of operations.
In the event that these or other new federal restrictions, delays or prohibitions relating to the hydraulic fracturing process are adopted in areas where we or our customers conduct business, we or our customers may incur additional costs or permitting requirements to comply with such federal requirements that may be significant and, in the case of our customers, also could result in added restrictions or delays in the pursuit of exploration, development, or production activities, which could in turn reduce the demand for our services and have a material adverse effect on our results of operations.
In connection with the Company’s initial public offering (the “IPO”), on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P. and the then-existing owners of Liberty Oilfield Services Holdings LLC (“Liberty Holdings”) that continued to own Liberty LLC Units (each such person and any permitted transferee, a “TRA Holder”).
In connection with the Company’s initial public offering (the “IPO”), on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P. and the then-existing owners of Liberty Oilfield Services Holdings LLC (“Liberty Holdings”) that continued to own units in Liberty LLC (“Liberty LLC Units”) (each such person and any permitted transferee, a “TRA Holder”).
Additionally, if we were to lose any material customer or our customers were to consolidate or merge with other operators, we may not be able to redeploy our equipment at similar 21 utilization or pricing levels or within a short period of time and such loss could have a material adverse effect on our business until the equipment is redeployed at similar utilization or pricing levels.
Additionally, if we were to lose any material customer or our customers were to consolidate or merge with other operators, we may not be able to redeploy our equipment at similar utilization or pricing levels or within a short period of time and such loss could have a material adverse effect on our business until the equipment is redeployed at similar utilization or pricing levels.
Moreover, while we have and may continue to create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Moreover, while we have and may continue to create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may 20 or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Our operations, including routing and weight restrictions, could be affected by road construction, road repairs, detours and state and local regulations and ordinances restricting access to certain roads. Proposals to increase federal, state, provincial or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase would increase our operating costs.
Our operations, including routing and weight restrictions, could be affected by road construction, road repairs, detours and state and local regulations and ordinances restricting access to certain 26 roads. Proposals to increase federal, state, provincial or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase would increase our operating costs.
These conditions can cause: • disruption in operations; • substantial repair or remediation costs; • personal injury or loss of human life; 17 • significant damage to or destruction of property, and equipment; • environmental pollution, including groundwater contamination; • unusual or unexpected geological formations or pressures and industrial accidents; • impairment or suspension of operations; and • substantial revenue loss.
These conditions can cause: • disruption in operations; • substantial repair or remediation costs; • personal injury or loss of human life; • significant damage to or destruction of property, and equipment; • environmental pollution, including groundwater contamination; • unusual or unexpected geological formations or pressures and industrial accidents; • impairment or suspension of operations; and • substantial revenue loss.
As a result, in such circumstances the Company could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect the Company’s liquidity.
As a result, in such circumstances the Company could make payments that are greater than its actual cash tax savings, if any, and may not be able 24 to recoup those payments, which could adversely affect the Company’s liquidity.
Any borrowings we may incur in the future would have several important consequences for our future operations, including that: • covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; • our ability to use operating cash flow in other areas of our business may be limited because we must dedicate a substantial portion of these funds to make principal and interest payments on our indebtedness; • we may be more vulnerable to interest rate increases to the extent that we incur variable rate indebtedness; • we may be competitively disadvantaged to our competitors that are less leveraged or have greater access to capital resources; and • we may be more vulnerable to adverse economic and industry conditions.
Any borrowings we may incur in the future would have several important consequences for our future operations, including that: • covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; • our ability to use operating cash flow in other areas of our business may be limited because we must dedicate a substantial portion of these funds to make principal and interest payments on our indebtedness; • we may be more vulnerable to interest rate increases to the extent that we incur variable rate indebtedness; • we may be competitively disadvantaged to our competitors that have greater or less costly access to capital resources; and • we may be more vulnerable to adverse economic and industry conditions.
We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others.
We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the 29 intellectual property rights of others.
Any legal proceeding concerning intellectual 24 property could be protracted and costly regardless of the merits of any claim and is inherently unpredictable and could have a material adverse effect on our financial condition, regardless of its outcome.
Any legal proceeding concerning intellectual property could be protracted and costly regardless of the merits of any claim and is inherently unpredictable and could have a material adverse effect on our financial condition, regardless of its outcome.
Additionally, in November 2021, the U.S. Department of the Interior released a report on the federal oil and gas leasing program, which found that the then current program failed to serve the public interest.
In November 2021, the U.S. Department of the Interior released a report on the federal oil and gas leasing program, which found that the then current program failed to serve the public interest.
Furthermore, certain states, including Texas, New Mexico and Wyoming, have enacted statutes generally 19 referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements.
Furthermore, certain states, including Texas, New Mexico and Wyoming, have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to oilfield services agreements.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.
In addition, certain of our customers could become unable to pay their vendors and service 14 providers, including us, as a result of a decline in commodity prices.
In addition, certain of our customers could become unable to pay their vendors and service providers, including us, as a result of a decline in commodity prices.
The timing and amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors beyond our control. Our share repurchase program may be modified, suspended, extended or terminated by the Company at any time and without notice. 27 Item 1B. Unresolved Staff Comments None.
The timing and amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors beyond our control. Our share repurchase program may be modified, suspended, extended or terminated by the Company at any time and without notice. 31 Item 1B. Unresolved Staff Comments None.
The choice of forum provisions in our Charter and Bylaws may limit our stockholders’ ability to obtain a 26 favorable judicial forum for disputes with us.
The choice of forum provisions in our Charter and Bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
As a result, federal and state legislatures and agencies may seek to further regulate, restrict or prohibit hydraulic fracturing. Such actions could result in a decline in the completion of new oil and 13 gas wells, which could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the demand for our services.
As a result, federal and state legislatures and agencies may seek to 17 further regulate, restrict or prohibit hydraulic fracturing. Such actions could result in a decline in the completion of new oil and gas wells, which could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the demand for our services.
Furthermore, if the area in which we operate or the market demand for oil and natural gas is affected by a public health crisis, such as the COVID-19 pandemic, or other similar catastrophic event outside of our control, our business and results of operations could be adversely impacted.
Furthermore, if the area in which we operate or the market demand for oil and natural gas is affected by a public health crisis, such as a pandemic, or other similar catastrophic event outside of our control, our business and results of operations could be adversely impacted.
We will become subject to laws and regulations previously inapplicable to our existing business and this could lead to additional litigation and regulatory risk.
We will become subject to laws and regulations previously inapplicable to our existing business and this could lead to additional litigation, compliance and regulatory risk.
Our operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral 25 extraction and processing operations, including the training of personnel, operating procedures, operating equipment, and other matters.
Our operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment, and other 30 matters.
Our operations are subject to risks associated with climate change and potential regulatory programs meant to address climate change; these programs may impact or limit our business plans, result in significant expenditures or reduce demand for our services and reduce our revenues. Climate change continues to be the focus of political and societal attention.
Our operations are subject to risks associated with climate change and potential regulatory programs meant to address climate change; these programs may impact or limit our business plans, result in significant expenditures or reduce demand for our services and reduce our revenues. Climate change continues to be a focus of political and societal attention.
The report made several recommendations, including increasing royalty rates and adding new restrictions on what lands are made available for oil and gas development to minimize leasing of lands with low potential for development. The U.S. Department of the Interior promulgated rules in 2024 based on the recommendations. In April 2022, the U.S.
The report made several recommendations, including increasing royalty rates and adding new restrictions on what lands are made available for oil and gas development to minimize leasing of lands with low potential for development. The U.S. Department of the Interior promulgated rules in 2024 based on the recommendations.
Uncertainty regarding future sanctions or actions to be taken by OPEC+ members or other oil exporting countries could lead to increased volatility in the price of oil and natural gas, which could adversely affect our business, future financial condition and results of operations.
Uncertainty regarding future actions to be taken by OPEC+ members or other 23 oil exporting countries could lead to increased volatility in the price of oil and natural gas, which could adversely affect our business, future financial condition and results of operations.
Our customers also generally agree to indemnify us for loss or destruction of 18 customer-owned property or equipment.
Our customers also generally agree to indemnify us for loss or destruction of customer-owned property or equipment.
Compliance with current and future environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells and any inability to secure transportation and access to disposal wells with sufficient capacity to accept all of our flowback and produced water on economic terms may increase our customers’ operating costs and could result in restrictions, delays, or cancellations of our customers’ operations, the extent of which cannot be predicted.
Compliance with current and future environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for the drilling and completion of wells and any inability to secure transportation and access to disposal wells with sufficient capacity to accept all of our flowback and produced water on economic terms may increase our customers’ operating costs and could result in restrictions, delays, or cancellations of our customers’ operations, the extent of which cannot be predicted.
Additionally, increasing costs of such materials may negatively impact demand for our services or the profitability of our business operations. In the past, our industry faced sporadic proppant shortages associated with hydraulic fracturing operations requiring work stoppages, which are believed to have adversely impacted the operating results of several competitors.
Additionally, increasing costs of such materials may negatively impact demand for our services or the profitability of our business operations. In the past, our industry faced sporadic proppant shortages associated with completions operations requiring work stoppages, which are believed to have adversely impacted the operating results of several competitors.
The hydraulic fracturing 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.
The completions 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.
Our oil and natural gas producing customers’ access to water to be used in these processes may be adversely affected due to reasons such as periods of extended drought, privatization, third party competition for water in localized areas or the implementation of local or state governmental programs to monitor or restrict the beneficial use of water subject to their jurisdiction for hydraulic fracturing to assure adequate local water supplies.
Our oil and natural gas producing customers’ access to water to be used in these processes may be adversely affected due to reasons such as periods of extended drought, privatization, third party competition for water in localized areas or the implementation of local or state governmental programs to monitor or restrict the beneficial use of water subject to their jurisdiction for drilling and completions to assure adequate local water supplies.
In most states, our hydraulic fracturing services, our natural gas compression and CNG delivery operations, and the operations of our oil and natural gas producing customers require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, or other regulated activities.
In most states, our completions services, our natural gas compression and CNG delivery operations, and the operations of our oil and natural gas producing customers require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, or other regulated activities.
Our customers generally agree to indemnify us against claims arising from their employees’ personal injury or death to the extent that, in the case of our hydraulic fracturing operations, their employees are injured by such operations, unless resulting from our gross negligence or willful misconduct.
Our customers generally agree to indemnify us against claims arising from their employees’ personal injury or death to the extent that, in the case of our completions operations, their employees are injured by such operations, unless resulting from our gross negligence or willful misconduct.
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Moreover, subject to the limits contained in our ABL Facility, we may incur substantial additional debt from time to time.
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Moreover, subject to the limits contained in our Revolving Credit Facility, we may incur substantial additional debt from time to time.
Some states in which we operate require the disclosure of some or all of the chemicals used in our hydraulic fracturing operations. Certain aspects of one or more of these chemicals may be considered proprietary by us or our chemical suppliers.
Some states in which we operate require the disclosure of some or all of the chemicals used in our completions operations. Certain aspects of one or more of these chemicals may be considered proprietary by us or our chemical suppliers.
Such anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition, prospects and results of operations. Technology advancements in well service technologies, including those involving hydraulic fracturing, could have a material adverse effect on our business, financial condition and results of operations.
Such anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, financial condition, prospects and results of operations. Technology advancements in well service technologies, including those involving completions services, could have a material adverse effect on our business, financial condition and results of operations.
Our top five customers represented approximately 43%, 34%, and 30%, of our consolidated revenue for the years ended December 31, 2024, 2023, and 2022, respectively. It is possible that we will derive a significant portion of our revenue from a concentrated group of customers in the future.
Our top five customers represented approximately 39%, 43%, and 34%, of our consolidated revenue for the years ended December 31, 2025, 2024, and 2023, respectively. It is possible that we will derive a significant portion of our revenue from a concentrated group of customers in the future.
Moreover, the imposition of new environmental regulations and other regulatory initiatives could include increased restrictions on our producing customers’ ability to dispose of flowback and produced water generated in hydraulic fracturing or other fluids resulting from E&P activities.
Moreover, the imposition of new environmental regulations and other regulatory initiatives could include increased restrictions on our producing customers’ ability to dispose of flowback and produced water generated in drilling and completions or other fluids resulting from E&P activities.
Such demands on our capital or reductions in demand for our hydraulic fracturing fleets and the increase in cost of labor necessary for such maintenance and improvement, in each case, could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase our costs.
Such demands on our capital or reductions in demand for our completions services and the increase in cost of labor necessary for such maintenance and improvement, in each case, could have a material adverse effect on our business, liquidity position, financial condition, prospects and results of operations and may increase our costs.
In addition, some states have adopted broader sets of requirements related to oil and gas development more generally that could impact hydraulic fracturing activities.
In addition, some states have adopted broader sets of requirements related to oil and gas development more generally that could impact completions activities.
Such sanctions, and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, supply chain disruptions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations, and could also aggravate the other risk factors that we identify herein.
Such sanctions, and other measures, as well as the existing and potential further responses from impacted countries to such sanctions, supply chain disruptions, tensions and military actions, could adversely affect the global economy and financial markets, including commodity prices, and could adversely affect our business, financial condition and results of operations, and could also aggravate the other risk factors that we identify herein.
Our expansion into the distributed power solutions business will create the need for additional capital and other resources, the cost and availability of which may depend on market conditions, regulatory landscape, financial and operating results, interest rates, inflationary considerations, compliance with covenants under our credit facility, and other considerations.
Our expansion into the distributed power solutions business will also create the need for additional capital and other resources, the cost and availability of which may depend on market conditions, regulatory landscape, financial and operating results, interest rates, inflationary considerations, compliance with covenants under our credit facility, fuel costs (including the price of natural gas) and other considerations.
Our failure to comply with such standards, or changes in such standards or the re-interpretation or more stringent enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on its ability to conduct mineral extraction and processing operations. Distributed power systems involve long sales cycles.
Our failure to comply with such standards, or changes in such standards or the re-interpretation or more stringent enforcement thereof, could have a material adverse effect on our business and financial condition or otherwise impose significant restrictions on its ability to conduct mineral extraction and processing operations.
Such conflicts have led and may continue to lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
The global economy has been impacted by geopolitical conflicts, such conflicts have led and may continue to lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
Bureau of Land Management has previously published rules that established stringent standards relating to hydraulic fracturing on federal and Native American lands. Similarly, the EPA has adopted rules on the capture of methane and other emissions released during hydraulic fracturing. These rules have been the subject of ongoing legal challenges.
Bureau of Land Management has previously published rules that established stringent standards relating to hydraulic fracturing on federal and Native American lands. Similarly, the EPA has adopted rules on the capture of methane and other emissions released during hydraulic fracturing.
To the extent that the Company is unable to make payments under the TRAs for any reason, such payments will be deferred and will accrue interest until paid. 20 The term of each of the TRAs continues until all tax benefits that are subject to such TRAs have been utilized or expired, unless the Company experiences a change of control (as defined in the TRAs, which includes certain mergers, asset sales and other forms of business combinations) or the TRAs are terminated early (at the Company’s election or as a result of its breach), and the Company makes the termination payments specified in such TRAs.
The term of each of the TRAs continues until all tax benefits that are subject to such TRAs have been utilized or expired, unless the Company experiences a change of control (as defined in the TRAs, which includes certain mergers, asset sales and other forms of business combinations) or the TRAs are terminated early (at the Company’s election or as a result of its breach), and the Company makes the termination payments specified in such TRAs.
Changes in transportation regulations may increase our costs and negatively impact our results of operations. We are subject to various transportation regulations including as a motor carrier by the Department of Transportation and by various federal, state, provincial and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities.
We are subject to various transportation regulations including as a motor carrier by the Department of Transportation and by various federal, state, provincial and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities.
The demand for our hydraulic fracturing services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations.
The volatility of oil and natural gas prices may adversely affect the demand for our completions services and negatively impact our results of operations. The demand for our completions services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations.
While the various lawsuits were pending, in August 2022, Congress passed the IRA 2022 which, among other things, made changes to the federal oil and gas leasing program (including increasing royalty rates and implementing policies to discourage venting and flaring) and require several oil and gas lease auctions, including some that had been suspended or cancelled.
In August 2022, Congress passed the IRA 2022 which, among other things, made changes to the federal oil and gas leasing program (including increasing royalty rates and implementing policies to discourage venting and flaring) and require several oil and gas lease auctions, including some that had been suspended or cancelled. Regulatory agency actions can also affect operations on federal lands.
We have experienced in the past, and we may experience in the future, a shortage of available trucking services in the United States due to the industry not having enough qualified drivers, which impacted our field operations at times.
Trucking services can be adversely impacted by traffic congestion, shortage of drivers and weather delays which could hinder our service levels. We have experienced in the past, and we may experience in the future, a shortage of available trucking services in the United States due to the industry not having enough qualified drivers, which impacted our field operations at times.
Insurance may not be available to cover any or all of the risks to which we are subject, or, even if available, it may be inadequate, or insurance premiums or other costs could rise significantly in the future so as to make such insurance prohibitively expensive.
Insurance may not be available to cover any or all of the risks to which we are subject, or, even if available, it may be inadequate, or insurance premiums or other costs could rise significantly in the future so as to make such insurance prohibitively expensive. 21 We could experience continued or increased severity of trucking related issues or trucking accidents, which could materially affect our results of operations.
In 2023, the State of California enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related disclosures starting as early as 2026, and other jurisdictions, domestically and internationally, are also considering various climate change disclosure requirements.
In 2023, the State of California enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related disclosures starting as early as 2026.
During the year 2024, the posted WTI price traded at an average of $76.63 per barrel (“Bbl”), as compared to the 2023 average of $77.58 per 15 Bbl and the 2022 average of $94.90 per Bbl. During this three-year period, the WTI price fluctuated between a high of $123.64 per Bbl and a low of $66.61 per Bbl.
During the year 2025, the posted WTI price traded at an average of $65.45 per barrel (“Bbl”), as compared to the 2024 average of $76.63 per Bbl and the 2023 average of $77.58 per Bbl. During this three-year period, the WTI price fluctuated between a high of $93.67 per Bbl and a low of $55.44 per Bbl.
If this were to occur, we could be required to seek another assembler or other suppliers for major equipment to build or upgrade our fleets, which may adversely affect our revenues or increase our costs. Interruptions of service on the rail lines by which we receive proppant could adversely affect our results of operations.
If this were to occur, we could be required to seek another assembler or other suppliers for major equipment to build or upgrade our fleets, which may adversely affect our revenues or increase our costs. Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Our financial performance and results of operations with respect to the proposed new line of business will be subject to certain factors that may differ or be inapplicable to our existing business.
Our financial performance and results of operations with respect to the proposed new line of business will be subject to certain factors that may differ or be inapplicable to our existing business. Accordingly, the market price and performance of our common stock may be impacted differently in connection with our expansion into the distributed power systems line of business.
Oil and natural gas companies’ operations using hydraulic fracturing are substantially dependent on the availability of water. Restrictions on the ability to obtain water for E&P activities and the disposal of flowback and produced water may impact their operations and have a corresponding adverse effect on our business, results of operations and financial condition.
Restrictions on the ability to obtain water for E&P activities and the disposal of flowback and produced water may impact their operations and have a corresponding adverse effect on our business, results of operations and financial condition. Water is an essential component of shale oil and natural gas production during both the drilling and completions processes.
Programs addressing climate change may limit the ability to produce crude oil and natural gas, require stricter limits on the release of methane or other GHGs, increase reporting and/or other compliance obligations associated with GHG emissions, limit the ability to explore in new areas, limit the construction of pipelines and related equipment or may make it more expensive to produce, any of which may decrease the demand for our services and our revenues. 16 Incentives to conserve energy or use alternative energy sources, which can be part of climate change programs, may increase the competitiveness of alternative energy sources (such as wind, solar, geothermal, tidal and biofuels) or increase the focus on reducing the use of combustion engines in transportation (such as governmental mandates that ban the sale of new gasoline-powered automobiles).
Programs addressing climate change may limit the ability to produce crude oil and natural gas, require stricter limits on the release of methane or other GHGs, increase reporting and/or other compliance obligations associated with GHG emissions, limit the ability to explore in new areas, limit the construction of pipelines and related equipment or may make it more expensive to produce, any of which may decrease the demand for our services and our revenues.
We face a variety of risks related to our diversification and entry into a new line of business. The proposed diversification of our business as a scaled distributed power and energy storage solutions provider carries a number of risks.
We face a variety of risks related to our diversification and entry into new lines of business in distributed power generation. The proposed diversification of our business as a provider of scaled distributed power and energy storage solutions to large-scale, high-demand customers, including data centers, industrial facilities, and utility-scale sites, carries a number of risks.
The costs of components and labor have increased in the past and may increase in the future with increases in demand, which will require us to incur additional costs for any fleets we may acquire in the future. Our fleets and other equipment typically do not generate revenue while they are undergoing maintenance, upgrades or refurbishment.
Our hydraulic fracturing fleets and other completion service-related equipment require significant capital investment in maintenance, upgrades and refurbishment to maintain their competitiveness. The costs of components and labor have increased in the past and may increase in the future with increases in demand, which will require us to incur additional costs for any fleets we may acquire in the future.
As a result of the invasion and ongoing military conflict in Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have implemented and may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories.
As a result of some conflicts, governments have implemented and may implement additional sanctions, export controls, embargoes, or other measures against countries, regions, officials, individuals or industries involved in the respective conflict.
As cyber incidents continue to evolve, we will likely be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such cyberattacks.
As cyber incidents continue to evolve, we will likely be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.
Furthermore, to the extent our contracts require us to purchase more materials, including proppant, than we ultimately require, we may be forced to pay for the excess amount under “take or pay” contract provisions. 22 We currently utilize a limited number of assemblers and suppliers for major equipment to both build new fleets and upgrade any fleets we acquire to our preferred specifications, and our reliance on these vendors exposes us to risks including price and timing of delivery.
We currently utilize a limited number of assemblers and suppliers for major equipment to both build new fleets and upgrade any fleets we acquire to our preferred specifications, and our reliance on these vendors exposes us to risks including price and timing of delivery.
Limits on our ability to effectively use or implement new technologies may have a material adverse effect on our business, financial condition and results of operations.
Limits on our ability to effectively use or implement new technologies may have a material adverse effect on our business, financial condition and results of operations. The ability or willingness of OPEC+ and other oil exporting nations to set and maintain production levels may have a significant impact on oil and natural gas commodity prices.
Department of the Interior issued an order that effectively suspended new oil and gas leases and drilling permits on non-Indian federal lands and waters for a period of 60 days. However, the suspension did not limit existing operations under valid leases.
As an example, in 2021, President Biden issued an order that effectively suspended new oil and gas leases and drilling permits on non-Indian federal lands and waters for a period of 60 days.
Federal legislation and regulatory initiatives relating to drilling on federal lands could harm our business and negatively impact the oil and natural gas industry. Businesses and operations of our customers may be carried out on federal lands. As an example, in January 2021, based on a directive from President Biden, the U.S.
Federal legislation and regulatory initiatives relating to drilling on federal lands could harm our business and negatively impact the oil and natural gas industry. Businesses and operations of our customers may be carried out on federal lands and, therefore, may be impacted by federal legislation or regulatory initiatives that are specific to federal lands.
There can be no assurance that OPEC+ members and other oil exporting nations will agree to future production cuts or other actions to support and stabilize oil prices, nor can there be any assurance that sanctions or other global conflicts, including the Russia-Ukraine conflict and various conflicts in the broader Middle East, will not further impact oil prices.
There can be no assurance that OPEC+ members and other oil exporting nations will agree to future production cuts or other actions to support and stabilize oil prices.
Our business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from our handling of oilfield and other wastes, because of air emissions and wastewater discharges related to our operations, and due to historical oilfield industry operations and waste disposal practices.
In addition to civil and other penalties associated with enforcement activities regarding compliance with occupational health and safety laws, our operations may be subject to abatement obligations that could require significant modifications to existing operations to achieve compliance. 22 Our business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from our handling of oilfield and other wastes, because of air emissions and wastewater discharges related to our operations, and due to historical oilfield industry operations and waste disposal practices.
The ability or willingness of OPEC+ and other oil exporting nations to set and maintain production levels and/or the impact of sanctions and global conflicts may have a significant impact on natural gas commodity prices. OPEC+ is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market.
OPEC+ is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC+ members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing.
For example, Colorado has banned the use of PFAS in oil and gas products including hydraulic fracturing fluids, drilling fluids and proppants.
For example, New Mexico has banned the use of PFAS in fluids used to complete or recomplete a well, requiring the operator to certify that PFAS chemicals were not used. Similarly, Colorado has banned the use of PFAS in oil and gas products including hydraulic fracturing fluids, drilling fluids and proppants.
In recent years, the EPA has enacted additional methane rules for new and existing petroleum operations. The EPA rules could make it more difficult and/or costly to drill and operate oil and gas wells.
Should the methane standards go into effect, the EPA rules could make it more difficult and/or costly to drill and operate oil and gas wells.
Under certain circumstances, federal agencies may cancel proposed leases for federal lands and refuse to grant or delay required approvals. Therefore, our customers’ operations in certain areas may be interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations in support of those customers.
Therefore, our customers’ operations in certain areas may be interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations in support of those customers. 19 Oil and natural gas companies’ operations using hydraulic fracturing are substantially dependent on the availability of water.
To the extent we are unable to fund such projects, we may have less equipment available for service or our equipment may not be attractive to potential or current customers. Additionally, competition or advances in technology within our industry may require us to update or replace existing fleets or build or acquire new fleets.
Additionally, competition or advances in technology within our industry may require us to update or replace existing fleets or build or acquire new fleets.
We may not be able to mitigate any future shortages of materials, including proppant, or the impact of supply chain disruptions.
We may not be able to mitigate any future shortages of materials, including proppant, or the impact of supply chain disruptions. Furthermore, to the extent our contracts require us to purchase more materials, including proppant, than we ultimately require, we may be forced to pay for the excess amount under “take or pay” contract provisions.
As of February 3, 2025, the Company had $261.0 million outstanding under our ABL Facility, in addition to letters of credit in the amount of $14.0 million, with $93.0 million of remaining availability.
As of January 28, 2026, the Company had $275.0 million outstanding under our Revolving Credit Facility, in addition to letters of credit in the amount of $19.2 million, with $175.7 million of remaining availability, as well as $16.7 million outstanding under the Caterpillar Agreement.
Any maintenance, upgrade or refurbishment project for our assets could increase our indebtedness or reduce cash available for other opportunities. Furthermore, such projects may require proportionally greater capital investments as a percentage of total asset value, which may make such projects difficult to finance on acceptable terms.
Furthermore, such projects may require proportionally greater capital investments as a percentage of total asset value, which may make such projects difficult to finance on acceptable terms. To the extent we are unable to fund such projects, we may have less equipment available for service or our equipment may not be attractive to potential or current customers.
Before a customer commits to rent or purchase power systems, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization. During the time customers are evaluating our power solutions offerings, we may incur substantial sales and marketing, engineering, and research and development expenses.
Customers generally consider a wide range of solutions before deciding to contract for power generation services. Before a customer commits to contract for power generation services, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization.
The sales cycle for distributed power systems, from initial contact with potential customers to the commencement of operations, may be lengthy. Customers generally consider a wide range of solutions before deciding to rent or to purchase power systems.
Distributed power systems involve long and uncertain sales cycles, and we may not be successful in converting our sales prospects into revenue generating contracts. The sales cycle for distributed power systems, from initial contact with potential customers to the commencement of operations, may be lengthy.
To the extent our customers operate on leased federal land, these and other regulatory actions could have a material adverse effect on the Company and our industry.
While this executive order was revoked by President Trump on January 20, 2025, future presidents can quickly make changes that affect operations on federal lands. To the extent our customers operate on leased federal lands, presidential actions could have a material effect on the Company and our industry. Congressional actions can also affect operations on federal land.
Actions taken by OPEC+ members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing. For example, OPEC+ and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices.
For example, on numerous occasions over the years, OPEC+ and other oil exporting nations have agreed to take measures such as supporting oil and gas prices through production cuts or supporting their market share by increasing supply at the expense of pricing.
Our assets require significant amounts of capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment. Our hydraulic fracturing fleets and other completion service-related equipment require significant capital investment in maintenance, upgrades and refurbishment to maintain their competitiveness.
Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such cyberattacks. 25 Our assets require significant amounts of capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment.
Removed
The leasing suspension was the subject of several lawsuits, resulting in conflicting decisions on the legality of the lease suspension.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Governance Board of Directors Oversight Our Board of Directors (the “Board”) has designated the Audit Committee to oversee risk management associated with cybersecurity threats. The Audit Committee is comprised of board members with diverse expertise including risk management, technology, and finance, which we believe enables them to oversee cybersecurity risks.
Biggest changeCybersecurity Governance Board of Directors Oversight Our Board has designated the Audit Committee to oversee risk management associated with cybersecurity threats. The Audit Committee is comprised of board members with diverse expertise including risk management, technology, and finance, which we believe enables them to oversee cybersecurity risks.
Our CIO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program as such items relate to cybersecurity. Our CIO 28 manages our cybersecurity risks with the help of key personnel overseeing cybersecurity, information technology networks and infrastructure, operational technology, and critical software applications.
Our CIO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program as such items relate to cybersecurity. Our CIO 32 manages our cybersecurity risks with the help of key personnel overseeing cybersecurity, information technology networks and infrastructure, operational technology, and critical software applications.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeInformation concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report. 29 PART II
Biggest changeInformation concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report. 33 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOur Class A Common Stock is traded on the NYSE under the symbol “LBRT.” Prior to that time, there was no public market for our Class A Common Stock. There is no public market for our Class B Common Stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the NYSE and NYSE Texas and traded under the symbol “LBRT.” There is no public market for our Class B Common Stock.
The graph assumes that $100 was invested in our Class A Common Stock in each index on December 31, 2019 and that any dividends were reinvested on the last day of the month in which they were paid. The cumulative total return set forth is not necessarily indicative of future performance.
The graph assumes that $100 was invested in our Class A Common Stock in each index on December 31, 2020 and that any dividends were reinvested on the last day of the month in which they were paid. The cumulative total return set forth is not necessarily indicative of future performance.
Dividend Policy The Company has paid consecutive quarterly cash dividends since December 2022. Dividends are usually declared in January, April, July, and October, paid on the 20th of March, June, September, and December to stockholders of record as of the 6th of each respective payment month.
Dividend Policy The Company has paid consecutive quarterly cash dividends since December 2022. Dividends are usually declared in January, April, July, and October, paid on or around the 18th of March, June, September, and December to stockholders of record on or around the 4th of each respective payment month.
Holders of our Common Stock As of February 3, 2025, there were 14 stockholders of record of our Class A Common Stock and no stockholders of record of our Class B Common Stock.
Holders of our Common Stock As of January 28, 2026, there were 15 stockholders of record of our Class A Common Stock and no stockholders of record of our Class B Common Stock.
The Company expects to fund any repurchases by using cash on hand, borrowings under the ABL Facility, and expected free cash flow to be generated through the duration of the share repurchase program.
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. During the three months ended December 31, 2025 the Company did not repurchase any shares of Class A Common Stock.
(2) The average price paid per share of $17.90 was calculated including commissions. 31 Stock Performance Graph The following graph and table compares the cumulative total return on our Class A Common Stock with the cumulative total return on the Standard & Poor’s 500 ® Index and the Philadelphia Oil Service Index, since December 31, 2019 and each annual period thereafter through December 31, 2024.
As of December 31, 2025, $270.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program. 34 Stock Performance Graph The following graph and table compares the cumulative total return on our Class A Common Stock with the cumulative total return on the Standard & Poor’s 500 ® Index and the Philadelphia Oil Service Index, since December 31, 2019 and each annual period thereafter through December 31, 2025.
Removed
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information On January 17, 2018, we consummated an initial public offering of our Class A Common Stock at a price of $17.00 per share.
Added
For the Years Ended December 31 2020 2021 2022 2023 2024 2025 Liberty Energy Inc. $ 100.00 $ 94.08 $ 155.77 $ 179.01 $ 199.13 $ 189.17 Standard & Poor’s 500 ® Index $ 100.00 $ 128.71 $ 105.40 $ 131.07 $ 166.40 $ 196.16 Philadelphia Oil Service Index $ 100.00 $ 120.73 $ 194.99 $ 198.73 $ 175.55 $ 181.74 35 Item 6. [Reserved] 36
Removed
As of December 31, 2024, $294.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program. 30 The following sets forth information with respect to our repurchases of shares of Class A Common Stock during the three months ended December 31, 2024: Period Total number of shares purchased Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or programs (1) October 1, 2024 - October 31, 2024 539,005 17.60 539,005 313,005,770 November 1, 2024 - November 30, 2024 700,687 17.92 700,687 300,451,128 December 1, 2024 - December 31, 2024 341,803 18.31 341,803 294,191,766 Total 1,581,495 17.90 1,581,495 294,191,766 (1) All share repurchases are executed under the Share Repurchase Plan, as defined above.
Removed
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.
Removed
For the Years Ended December 31 2019 2020 2021 2022 2023 2024 Liberty Energy Inc. $ 100.00 $ 94.44 $ 88.85 $ 147.11 $ 169.06 $ 188.06 Standard & Poor’s 500 ® Index 100.00 118.40 152.39 124.79 157.59 197.02 Philadelphia Oil Service Index 100.00 57.92 69.93 112.94 115.11 101.68 32 Item 6. [Reserved] 33

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

72 edited+37 added−30 removed56 unchanged
Biggest changeResults of Operations Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Years Ended December 31, Description 2024 2023 Change (in thousands) Revenue $ 4,315,161 $ 4,747,928 $ (432,767) Cost of services, excluding depreciation, depletion, and amortization shown separately 3,200,506 3,349,370 (148,864) General and administrative 225,474 221,406 4,068 Transaction and other costs — 2,053 (2,053) Depreciation, depletion, and amortization 505,050 421,514 83,536 Gain on disposal of assets, net (5,337) (6,994) 1,657 Operating income 389,468 760,579 (371,111) Other (income) expense, net (13,803) 25,689 (39,492) Net income before income taxes 403,271 734,890 (331,619) Income tax expense 87,261 178,482 (91,221) Net income 316,010 556,408 (240,398) Less: Net income attributable to non-controlling interests — 91 (91) Net income attributable to Liberty Energy Inc. stockholders $ 316,010 $ 556,317 $ (240,307) Revenue Our revenue decreased $432.8 million, or 9%, to $4.3 billion for the year ended December 31, 2024 compared to $4.7 billion for the year ended December 31, 2023.
Biggest changeSee “Comparison of Non-GAAP Financial Measures” for more information and a reconciliation of EBITDA and Adjusted EBITDA to net income, the most comparable financial measures calculated and presented in accordance with GAAP. 40 Results of Operations Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Years Ended December 31, Description 2025 2024 Change (in thousands) Revenue $ 4,006,116 $ 4,315,161 $ (309,045) Costs of services (exclusive of depreciation, depletion, and amortization shown separately below) 3,168,109 3,200,506 (32,397) General and administrative 247,436 225,474 21,962 Transaction and other costs 840 — 840 Depreciation, depletion, and amortization 500,332 505,050 (4,718) Loss (gain) on disposal of assets, net 16,691 (5,337) 22,028 Operating income 72,708 389,468 (316,760) Other income, net (122,483) (13,803) (108,680) Net income before income taxes 195,191 403,271 (208,080) Income tax expense 47,319 87,261 (39,942) Net income 147,872 316,010 (168,138) Revenue Our revenue decreased $309.0 million, or 7%, to $4.0 billion for the year ended December 31, 2025 compared to $4.3 billion for the year ended December 31, 2024.
We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the unrealized gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.
We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.
If the Company experiences a change of control (as defined under the TRAs) or the TRAs otherwise terminate early, the Company’s obligations under the TRAs could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control.
If the Company experiences a change of control (as defined under the TRAs) or the TRAs otherwise terminate early, the Company’s obligations under the TRAs could have a substantial negative impact on its liquidity and could have the effect of 46 delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control.
We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. 38 Note Regarding Non-GAAP Financial Measures EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP.
We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Note Regarding Non-GAAP Financial Measures EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP.
Net realizable value is determined based on our estimates of selling prices in the ordinary course 43 of business, less reasonably predictable cost of completion, disposal, and transportation, each of which require us to apply judgment.
Net realizable value is determined based on our estimates of selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation, each of which require us to apply judgment.
We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, costs of asset acquisitions, gain or loss on the disposal of assets, provision for credit losses, transaction, severance, and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, and other non-recurring expenses that management does not consider in assessing ongoing performance.
We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, costs of asset acquisitions, gain or loss on the disposal of assets, net, provision for credit losses, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, and other non-recurring expenses that management does not consider in assessing ongoing performance.
How We Generate Revenue We currently generate revenue through the provision of hydraulic fracturing, wireline services and goods, including sand from our Permian Basin sand mines, proppant delivery and logistics, and natural gas compression and delivery.
How We Generate Revenue We currently generate revenue through the provision of completions services, including hydraulic fracturing, wireline services and goods, including sand from our Permian Basin sand mines, proppant delivery and logistics, and natural gas compression and delivery.
See Note 8 —Debt to the consolidated financial statements included in Part II, Item 8 of this Annual Report for further details. We have no material off balance sheet arrangements as of December 31, 2024, except for purchase commitments under supply agreements as disclosed below under Note 15—Commitments & Contingencies in Part II, Item 8 of this Annual Report.
See Note 8 —Debt to the consolidated financial statements included in Part II, Item 8 of this Annual Report for further details. We have no material off balance sheet arrangements as of December 31, 2025, except for purchase commitments under supply agreements as disclosed below under Note 15—Commitments & Contingencies in Part II, Item 8 of this Annual Report.
Certain amounts included in our contractual obligations as of December 31, 2024 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 December 31, 2024, except for purchase commitments under supply agreements disclosed below.
Certain amounts included in our contractual obligations as of December 31, 2025 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 December 31, 2025, except for purchase commitments under supply agreements disclosed below.
Risk Factors.” Except as required by law, we assume no obligation to update any of these forward-looking statements. This section of this Annual Report generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Risk Factors.” Except as required by law, we assume no obligation to update any of these forward-looking statements. This section of this Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Our hydraulic fracturing and wireline services are performed in sections, which we refer to as fracturing stages. The estimated number of fracturing stages to be completed for a particular horizontal well is determined by the customer’s well completion design.
Our hydraulic fracturing services are performed in sections, which we refer to as fracturing stages. The estimated number of fracturing stages to be completed for a particular horizontal well is determined by the customer’s well completion design.
Revenue Recognition: Revenue from hydraulic fracturing services is recognized as specific services are provided in accordance with contractual arrangements. If our assessment of performance under a particular contract change, our revenue and / or costs under that contract may change.
Revenue Recognition: Revenue from our services is recognized as specific services are provided in accordance with contractual arrangements. If our assessment of performance under a particular contract change, our revenue and / or costs under that contract may change.
These industry trends continue to keep our customers as important suppliers to the global oil and natural gas markets, which directly benefit hydraulic fracturing companies like us that have the expertise and innovative technology to effectively service today’s more efficient oilfield drilling activity and the increasing complexity and intensity of well completions.
These industry trends continue to keep our customers as important suppliers to the global oil and natural gas markets, which directly benefit completions services companies like us that have the expertise and innovative technology to effectively service today’s more efficient oilfield drilling activity and the increasing complexity and intensity of well completions.
For discussion of year ended December 31, 2022, as well as the year ended 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report.
For discussion of year ended December 31, 2023, as well as the year ended 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report.
Thereafter, any excess purchase price will be recorded as a reduction to retained earnings. All Class A Common Stock shares repurchased to date have been retired upon repurchase. 44
Thereafter, any excess purchase price will be recorded as a reduction to retained earnings. All Class A Common Stock shares repurchased to date have been retired upon repurchase. 48
Lastly, on January 22, 2025, the Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.
On January 22, 2025, our Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.
Inventory: Inventory consists of raw materials used in the hydraulic fracturing process, such as proppants, chemicals and field service equipment maintenance parts, and is stated at the lower of cost or net realizable value, determined using the weighted average cost method.
Inventory: Inventory consists of raw materials used in the completions process, such as proppants, chemicals and field service equipment maintenance parts, and is stated at the lower of cost or net realizable value, determined using the weighted average cost method.
Our primary uses of capital have been capital expenditures to support organic growth and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.
Our primary uses of capital have been capital expenditures to support growth, both organic and through acquisitions, and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.
The Company expects to fund any repurchases by using cash on hand, borrowings under the ABL Facility, and expected free cash flow to be generated through the duration of the share repurchase program.
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.
Interest expense, net increased $3.2 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases. Additionally, interest income—related party decreased $1.5 million related to a note receivable agreement executed in December 2022, amended in August 2023, and fully collected in March 2024.
Interest expense, net increased $7.6 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases. Additionally, interest income—related party decreased $0.5 million related to a note receivable agreement executed in December 2022, amended in August 2023, and fully collected in March 2024.
We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO 2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology which eliminates the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; and (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield.
We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO 2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology and piped sand slurry solution which eliminate the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield; and (viii) a suite of internally developed software solutions incorporating advanced analytics to support operations, maintenance and logistics management.
In addition, the average domestic onshore rig count for the United States and Canada was 765 rigs reported in the fourth quarter of 2024, down from the average in the fourth quarter of 2023 of 781, according to a report from Baker Hughes.
In addition, the average domestic onshore rig count for the United States and Canada was 709 rigs reported in the fourth quarter of 2025, down from the average in the fourth quarter of 2024 of 765, according to a report from Baker Hughes.
The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and partially offset by changes in activity levels in 2024 as described above under the captions Revenue , Cost of Services, and General and Administrative Expenses for the Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 .
The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and changes in activity levels in 2025 as described above under the captions Revenue , Cost of Services, and General and Administrative Expenses for the Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 .
We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, 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 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.
Increased complexity and service intensity of horizontal well completions . In addition to improved rig efficiencies discussed above, E&P companies are also improving the subsurface techniques and technologies used to exploit unconventional resources. These improvements have targeted increasing the exposure of each wellbore to the reservoir by drilling longer horizontal lateral sections of the wellbore.
In addition to improved rig efficiencies discussed above, E&P companies are also improving the subsurface techniques and technologies used to exploit unconventional resources. These improvements have targeted increasing the exposure of each wellbore to the reservoir by drilling longer horizontal lateral sections of the wellbore.
The aggregate effect of increased number of stages and the increasing amount of proppant in each stage has greatly increased the total amount of proppant used in each well, according to Liberty’s FracTrends database, from six million pounds 35 per well in 2014 to roughly 22 million pounds per well in 2024.
The aggregate effect of increased number of stages and the increasing amount of proppant in each stage has greatly increased the total amount of proppant used in each well, according to Liberty’s FracTrends database, from six million pounds per well in 2014 to roughly 25 million pounds per well in 2025.
We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities that we pursue, including via acquisition.
We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities or potential acquisitions that we pursue.
In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity throughout the year to better service our customers.
In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity during completions services jobs to better service our customers.
During the year ended December 31, 2024, the Company expanded its equipment lease facilities resulting in the addition of $149.0 million in new finance lease obligations. The term on these new leases range from three to five years.
During the year ended December 31, 2025, the Company expanded its equipment lease facilities resulting in the addition of $118.7 million in new finance lease obligations. The term on these new leases range from three to five years.
The effective global income tax rate applicable to the Company for the year ended December 31, 2024 was 21.6% compared to 24.3% for the year ended December 31, 2023.
The effective global income tax rate applicable to the Company for the year ended December 31, 2025 was 24.2% compared to 21.6% for the year ended December 31, 2024.
On January 31, 2023, the last redemption of the Liberty LLC Units occurred. 42 With respect to obligations the Company expects to incur under the TRAs (except in cases where the Company elects to terminate the TRAs early, the TRAs are terminated early due to certain mergers, asset sales, or other changes of control or the Company has available cash but fails to make payments when due), generally the Company may elect to defer payments due under the TRAs if the Company does not have available cash to satisfy its payment obligations under the TRAs or if its contractual obligations limit its ability to make such payments.
With respect to obligations the Company expects to incur under the TRAs (except in cases where the Company elects to terminate the TRAs early, the TRAs are terminated early due to certain mergers, asset sales, or other changes of control or the Company has available cash but fails to make payments when due), generally the Company may elect to defer payments due under the TRAs if the Company does not have available cash to satisfy its payment obligations under the TRAs or if its contractual obligations limit its ability to make such payments.
According to Baker Hughes, as reported on January 24, 2025, horizontal rigs accounted for approximately 90% of all rigs drilling in the United States and Canada, up from 77% as of December 26, 2014.
According to Baker Hughes, as reported on January 23, 2026, horizontal rigs accounted for approximately 87% of all rigs drilling in the United States and Canada, up from 77% as of December 26, 2014.
Gain on Disposal of Assets, net The Company recorded a gain on disposal of assets, net of $5.3 million for the year ended December 31, 2024 compared to $7.0 million for the year ended December 31, 2023.
Loss (Gain) on Disposal of Assets, net The Company recorded a loss on disposal of assets, net of $16.7 million for the year ended December 31, 2025 compared to a gain, net of $5.3 million for the year ended December 31, 2024.
During the year 2024, the posted WTI price traded at an average of $76.63 per barrel (“Bbl”), as compared to the 2023 average of $77.58 per Bbl, and the 2022 average of $94.90 per Bbl.
During the year 2025, the posted WTI price traded at an average of $65.45 per barrel (“Bbl”), as compared to the 2024 average of $76.63 per Bbl, and the 2023 average of $77.58 per Bbl.
Income Tax Expense The Company recognized income tax expense of $87.3 million for the year ended December 31, 2024, an effective rate of 21.6%, compared to $178.5 million, for the year ended December 31, 2023, an effective rate of 24.3%.
Income Tax Expense The Company recognized income tax expense of $47.3 million for the year ended December 31, 2025, an effective rate of 24.2%, compared to $87.3 million, for the year ended December 31, 2024, an effective rate of 21.6%.
The Company recognized income tax expense of $87.3 million and $178.5 million for the years ended December 31, 2024 and 2023, respectively.
The Company recognized income tax expense of $47.3 million and $87.3 million for the years ended December 31, 2025 and 2024, respectively.
Adjusted EBITDA was $921.6 million for the year ended December 31, 2024 compared to $1.2 billion for the year ended December 31, 2023.
Adjusted EBITDA was $634.1 million for the year ended December 31, 2025 compared to $921.6 million for the year ended December 31, 2024.
Investing Activities . Net cash used in investing activities was $643.1 million for the year ended December 31, 2024, compared to $672.3 million for the year ended December 31, 2023.
Investing Activities . Net cash used in investing activities was $435.0 million for the year ended December 31, 2025, compared to $643.1 million for the year ended December 31, 2024.
Net cash used in financing activities was $202.7 million for the year ended December 31, 2024, compared to $349.3 million for the year ended December 31, 2023.
Net cash used in financing activities was $167.5 million for the year ended December 31, 2025, compared to $202.7 million for the year ended December 31, 2024.
Net cash provided by operating activities was $829.4 million for the year ended December 31, 2024, compared to $1.0 billion for the year ended December 31, 2023.
Net cash provided by operating activities was $609.6 million for the year ended December 31, 2025, compared to $829.4 million for the year ended December 31, 2024.
Among other measures, management considers each of the following: • Revenue; • Operating Income; • Net Income; • EBITDA; and • Adjusted EBITDA; Revenue We analyze our revenue by comparing actual revenue to our internal projections for a given period and to prior periods to assess our performance. 36 Operating Income We analyze our operating income, which we define as revenues less direct operating expenses, depreciation, depletion, and amortization and general and administrative expenses, to measure our financial performance.
Revenue We analyze our revenue by comparing actual revenue to our internal projections for a given period and to prior periods to assess our performance. Operating Income We analyze our operating income, which we define as revenues less direct operating expenses, depreciation, depletion, and amortization and general and administrative expenses, to measure our financial performance.
The $185.2 million decrease in cash from operating activities is primarily attributable to a $432.8 million decrease in revenues, offset by a $145.3 million decrease in cash operating expenses, interest expense, net, and income tax expense, and a $9.4 million decrease in cash from changes in working capital for the year ended December 31, 2024, compared to a $111.7 million decrease in cash from changes in working capital for the year ended December 31, 2023.
The $219.8 million decrease in cash from operating activities is primarily attributable to a $309.0 million decrease in revenues, offset by a $77.5 million decrease in cash operating expenses, interest expense, net, and income tax expense, and a $2.4 million increase in cash from changes in working capital for the year ended December 31, 2025, compared to a $9.4 million decrease in cash from changes in working capital for the year ended December 31, 2024.
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 acquisitions, capital expenditures, working capital, and other liquidity requirements.
While we believe that we can fund operations and current organic growth plans for our oilfield services business with these sources, 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 acquisitions, capital expenditures, working capital, and other liquidity requirements.
In the year ended December 31, 2024, the Company’s U.S. net deferred tax liabilities were $137.7 million and Canada net deferred tax assets were $1.5 million. The Company has no valuation allowances recorded against the deferred tax assets for the year ended December 31, 2024 and 2023.
In the year ended December 31, 2025, the Company’s U.S. net deferred tax liabilities were $195.6 million and Canada and Australia net deferred tax assets were $2.8 million and $1.9 million, respectively. The Company has no valuation allowances recorded against the deferred tax assets for the year ended December 31, 2025 and 2024.
See Note 15 —Commitments & Contingencies to the consolidated financial statements in Part II, Item 8 of this Annual Report for information regarding scheduled contractual obligations. As of December 31, 2024, the Company expects to make a $40.8 million payment under the TRAs within the next twelve months. Future amounts payable under the TRAs are dependent upon future events.
As of December 31, 2025, the Company expects to make a $7.9 million payment under the TRAs within the next twelve months. Future amounts payable under the TRAs are dependent upon future events. See No te 12 —Income Taxes to the consolidated financial statements included in Part II, Item 8 of this Annual Report for information regarding the TRAs.
As of December 31, 2024, the Company had finance lease obligations of $87.5 million payable within the next twelve months and $222.5 million payable thereafter. Included in those liabilities, the Company had expected cash payments for estimated interest on our finance lease obligations of $17.1 million payable within the next twelve months and $22.4 million payable thereafter.
As of December 31, 2025, the Company had finance lease obligations of $116.3 million payable within the next twelve months and $231.2 million payable thereafter. Included in those liabilities, the Company had expected cash payments for estimated interest on our finance lease obligations of $17.9 million payable within the next twelve months and $19.9 million payable thereafter.
In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate. 34 Recent Trends and Outlook Moderate declines in frac activity, that started in 2023, continued throughout 2024.
In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.
Other Factors Affecting Liquidity Customer receivables: In line with industry practice, we typically bill our customers for services provided in arrears dependent upon contractual terms. In weak economic environments, we may experience delays in collection from our customers.
There have been no other material changes to cash requirements during the year ended December 31, 2025. Other Factors Affecting Liquidity Customer receivables: In line with industry practice, we typically bill our customers for services provided in arrears dependent upon contractual terms. In weak economic environments, we may experience delays in collection from our customers.
The decrease in expense was primarily related to decreases in materials costs and lower repairs and maintenance costs, partially offset by increased personnel costs related to higher activity levels discussed above, during the year ended December 31, 2024.
The decrease in expense was primarily related to decreases in materials costs and lower repairs and maintenance costs, partially offset by increased personnel costs.
The Company purchased Siren Energy for $75.7 million in cash, net of cash received, during the year ended December 31, 2023. Refer to Note 3—Acquisitions to the consolidated financial statements in Part II, Item 8 of this Annual Report for additional information related to the Siren Acquisition.
During the year ended December 31, 2025, the Company acquired IMG Energy Solutions for total cash consideration of approximately $15.2 million, net of cash received, after closing adjustments. Refer to Note 3—Acquisitions to the consolidated financial statements in Part II, Item 8 of this Annual Report for additional information related to the IMG Acquisition. Financing Activities .
Impairment of long-lived assets: Long-lived assets, such as property and equipment, right-of-use lease assets and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset are capitalized and depreciated over the remaining useful life of the asset. 47 Impairment of long-lived assets: Long-lived assets, such as property and equipment, right-of-use lease assets and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
A large portion of the costs we incur in our business are variable based on the number of hydraulic fracturing jobs and the requirements of services provided to our customers. We manage the level of our fixed costs, except depreciation, depletion, and amortization, based on several factors, including industry conditions and expected demand for our services.
A large portion of the costs we incur in our business are variable based on the number of hydraulic fracturing jobs and the requirements of services provided to our customers.
During the year ended December 31, 2024, the Company repurchased and retired shares of Class A Common Stock for $127.4 million, under the share repurchase program. 40 Cash Flows The following table summarizes our cash flows for the periods indicated: Years Ended December 31, Description 2024 2023 Change (in thousands) Net cash provided by operating activities $ 829,374 $ 1,014,583 $ (185,209) Net cash used in investing activities (643,113) (672,328) 29,215 Net cash used in financing activities (202,705) (349,315) 146,610 Analysis of Cash Flow Changes Between the Years Ended December 31, 2024 and December 31, 2023 Operating Activities .
During the year ended December 31, 2025, the Company repurchased and retired shares of Class A Common Stock for $24.0 million, under the share repurchase program. 44 Cash Flows The following table summarizes our cash flows for the periods indicated: Years Ended December 31, Description 2025 2024 Change (in thousands) Net cash provided by operating activities $ 609,598 $ 829,374 $ (219,776) Net cash used in investing activities (435,037) (643,113) 208,076 Net cash used in financing activities (167,545) (202,705) 35,160 Analysis of Cash Flow Changes Between the Years Ended December 31, 2025 and December 31, 2024 Operating Activities .
These decreases in cash used in financing activities were offset by a $32.9 million increase in cash paid for finance leases, a $10.5 million increase in cash tax withholding on restricted stock unit vestings, and a $10.6 million increase in dividends paid. 41 Cash Requirements Our material cash commitments consist primarily of obligations under long-term debt on the ABL 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.
These decreases were offset by a $35.6 million increase in payments pursuant to the TRAs, a $30.6 million increase in cash paid for finance leases, a $11.0 million decrease in net borrowings on the Revolving Credit Facility, a $6.2 million increase in dividends paid, and a $5.7 million increase in debt issuance costs. 45 Cash Requirements Our material cash commitments consist primarily of obligations under long-term debt on 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.
The costs incurred during the year ended December 31, 2023 primarily consisted of due diligence and integration costs for the Siren Acquisition. See Note 3—Acquisitions to the consolidated financial statements included in Part II, Item 8 of this Annual Report for further details.
The Company incurred costs related to the IMG Acquisition in 2025, see Note 3—Acquisitions to the consolidated financial statements included in Part II, Item 8 of this Annual Report for further details.
Other (income) expense, net is comprised of loss on remeasurement of liability under the TRAs of $3.2 million during the year ended December 31, 2024, compared to a gain of $1.8 million for the year ended December 31, 2023.
Other (income) expense, net is comprised of gain on investments, net of $162.6 million related to investments in equity securities measured at fair value during the year ended December 31, 2025, compared to $49.2 million for the year ended December 31, 2024 and gain on remeasurement of liability under the TRAs of $0.1 million during the year ended December 31, 2025, compared to a loss of $3.2 million for the year ended December 31, 2024, offset by interest expense, net.
Overview The Company, together with its subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas E&P companies.
Overview The Company, together with its subsidiaries, is a leading integrated energy services and technology company, and one of the largest providers of innovative completions services and related technologies to onshore oil, natural gas, and enhanced geothermal exploration and production (“E&P”) companies.
Today the majority of E&P drilling is on multi-well pad development, allowing efficient drilling of multiple horizontal wellbores from the same pad or location. The aggregate effect of these improved techniques and technologies have reduced the average days required to drill a well, which according to Lium Research, has dropped from 28 days in 2014 to 16 days in 2024.
The aggregate effect of these improved techniques and technologies have reduced the average days required to drill a well, which according to Lium Research, has dropped from 28 days in 2014 to 16 days in 2025. Increased complexity and service intensity of horizontal well completions .
How We Evaluate Our Operations We use a variety of qualitative, operational and financial metrics to assess our performance. First and foremost, of these is a qualitative assessment of customer satisfaction because ensuring we are a valuable partner to our customers is the key to achieving our quantitative business metrics.
First and foremost, of these is a qualitative assessment of customer satisfaction because ensuring we are a valuable partner to our customers is the key to achieving our quantitative business metrics. Among other measures, management considers each of the following: • Revenue; • Operating Income; • Net Income; • EBITDA; and • Adjusted EBITDA.
As of December 31, 2024, the Company had $525.0 million committed under the ABL Facility, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory available to finance working capital needs.
The Credit Agreement is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory, and certain power generation assets available to finance working capital needs.
LPI was formed with the initial focus on supporting the Company’s transition towards our next generation digiFleets℠ and dual fuel fleets, as CNG fueling services can be limited in the market, yet critical to maintaining highly efficient well site operations.
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.
Depreciation, Depletion, and Amortization Depreciation, depletion, and amortization expense increased $83.5 million, or 20%, to $505.1 million for the year ended December 31, 2024 compared to $421.5 million for the year ended December 31, 2023.
Depreciation, Depletion, and Amortization Depreciation, depletion, and amortization remained relatively flat, decreasing $4.7 million, or 1%, to $500.3 million for the year ended December 31, 2025 compared to $505.1 million for the year ended December 31, 2024.
We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of December 31, 2024.
We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of December 31, 2025. We provide our services primarily in the major oil and gas shale basins in North America and in the Northern Territory of Australia.
The gain recognized in the year ended December 31, 2024 was primarily related to the disposal of used older technology field equipment that was no longer operational. The gain recognized in the year ended December 31, 2023 was a result of the Company selling used field equipment and light duty trucks in a strong used vehicle and equipment market.
The gain recognized in the year ended December 31, 2024 was a result of the Company selling used field equipment and light duty trucks in a strong used vehicle and equipment market. 41 Other Income, net The Company recognized other income, net of $122.5 million for the year ended December 31, 2025 compared to $13.8 million during the year ended December 31, 2024, an increase of $108.7 million.
Cost of Services Cost of services (excluding depreciation, depletion, and amortization) decreased $148.9 million, or 4%, to $3.2 billion for the year ended December 31, 2024 compared to $3.3 billion for the year ended December 31, 2023.
The decrease in revenue was primarily attributable to a decrease in service and materials pricing, offset by moderately increased activity levels. Costs of Services Costs of services (exclusive of depreciation, depletion, and amortization) decreased $32.4 million, or 1%, to $3.2 billion for the year ended December 31, 2025 compared to $3.2 billion for the year ended December 31, 2024.
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: Year Ended December 31, 2024, Compared to Year Ended December 31, 2023: EBITDA and Adjusted EBITDA Years Ended December 31, Description 2024 2023 Change (in thousands) Net income $ 316,010 $ 556,408 $ (240,398) Depreciation, depletion, and amortization 505,050 421,514 83,536 Interest expense, net 32,214 27,506 4,708 Income tax expense 87,261 178,482 (91,221) EBITDA $ 940,535 $ 1,183,910 $ (243,375) Stock-based compensation expense 32,412 33,026 (614) Gain on disposal of assets, net (5,337) (6,994) 1,657 Unrealized gain on investments, net (49,227) — (49,227) Loss (gain) on remeasurement of liability under tax receivable agreements 3,210 (1,817) 5,027 Provision for credit losses — 808 (808) Transaction and other costs — 2,053 (2,053) Fleet start-up and lay-down costs — 2,082 (2,082) Adjusted EBITDA $ 921,593 $ 1,213,068 $ (291,475) EBITDA was $940.5 million for the year ended December 31, 2024 compared to $1.2 billion for the year ended December 31, 2023.
Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 42 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: Year Ended December 31, 2025, Compared to Year Ended December 31, 2024: EBITDA and Adjusted EBITDA Years Ended December 31, Description 2025 2024 Change (in thousands) Net income $ 147,872 $ 316,010 $ (168,138) Depreciation, depletion, and amortization 500,332 505,050 (4,718) Interest expense, net 40,306 32,214 8,092 Income tax expense 47,319 87,261 (39,942) EBITDA $ 735,829 $ 940,535 $ (204,706) Stock-based compensation expense 41,922 32,412 9,510 Loss (gain) on disposal of assets, net 16,691 (5,337) 22,028 Gain on investments, net (162,642) (49,227) (113,415) (Gain) loss on remeasurement of liability under tax receivable agreements (147) 3,210 (3,357) Provision for credit losses 1,653 — 1,653 Transaction and other costs 840 — 840 Adjusted EBITDA $ 634,146 $ 921,593 $ (287,447) EBITDA was $735.8 million for the year ended December 31, 2025 compared to $940.5 million for the year ended December 31, 2024.
Tax Receivable Agreements: In connection with the IPO, on January 17, 2018, the Company entered into two TRAs with the TRA Holders.
Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of equity method investee income or loss, less distributions received as return on investment. Tax Receivable Agreements: In connection with the IPO, on January 17, 2018, the Company entered into two TRAs with the TRA Holders.
General and Administrative General and administrative expenses increased $4.1 million, or 2%, to $225.5 million for the year ended December 31, 2024 compared to $221.4 million for the year ended December 31, 2023 primarily related to increased corporate costs to 37 support our additional service offerings, partially offset by a decrease in cash incentive and stock-based compensation expense due to lower operating results compared to the prior year period.
General and Administrative General and administrative expenses increased $22.0 million, or 10%, to $247.4 million for the year ended December 31, 2025 compared to $225.5 million for the year ended December 31, 2024 primarily attributable to increasing corporate costs and increased stock-based compensation expense recognized during the first quarter of 2025 in connection with the resignation of Christopher A.
Liquidity and Capital Resources Overview Our primary sources of liquidity consist of cash flows from operations and borrowings under our ABL Facility (as defined below). We believe that we can fund operations and current organic growth plans with these sources.
Liquidity and Capital Resources Overview Historically, our primary sources of liquidity consist of cash flows from operations, borrowings under our credit facilities, and finance leases for certain equipment.
Additionally, there were $0.2 million in administrative agent and lender legal fees included in the pay off. The ABL Facility contains covenants that restrict our ability to take certain actions. At December 31, 2024, we were in compliance with all debt covenants.
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 December 31, 2025, we are in compliance with all debt covenants.
Cash used in investing activities was lower during the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to the Siren Acquisition and higher equity investments in the prior year period, offset by higher capital spending in the current year period, and lower proceeds from asset sales.
Cash used in investing activities was lower during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to a $134.3 million decrease in new equipment purchases and capitalized maintenance of existing equipment, as well as proceeds of $151.0 million from the sale of shares of Oklo, offset by a $78.8 million increase in deposits on new equipment orders.
Cash and cash equivalent s decreased by $16.8 million to $20.0 million as of December 31, 2024 compared to $36.8 million as of December 31, 2023, while working capital excluding cash and current liabilities under debt and lease arrangements decreased $88.2 million. 39 On September 19, 2017, the Company entered into two credit agreements, (i) a revolving line of credit up to $250.0 million, subsequently increased to $525.0 million, see below, (the “ABL Facility”) and (ii) a $175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”).
Cash and cash equivalent s increased by $7.6 million to $27.6 million as of December 31, 2025 compared to $20.0 million as of December 31, 2024, while working capital excluding cash and current liabilities under debt and lease arrangements decreased $5.5 million.
Removed
We provide our services primarily in the Permian Basin, the Williston Basin, the Haynesville Shale, the Eagle Ford Shale, the Denver-Julesburg Basin (the “DJ Basin”), the Western Canadian Sedimentary Basin, the Powder River Basin, and the Appalachian Basin (Marcellus Shale and Utica Shale).
Added
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.
Removed
Our operations also extend to a few smaller shale basins, including the Anadarko Basin, the Uinta Basin, the San Juan Basin, and the Beetaloo Basin in Northern Territory, Australia, as well as to two sand mines in the Permian Basin.
Added
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.
Removed
In early 2023, the Company launched Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications. LPI provides CNG supply, field gas processing and treating, and well site fueling and logistics.
Added
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.
Removed
Through 2024, LPI was primarily focused on supporting an industry transition to natural gas fueled technologies, serving as a key enabler of the next step of cost and emissions reductions in the oilfield.
Added
During 2025, LPI was primarily focused on the planning and development of our power service platform to pursue projects supporting the power demand created by new data center development and other commercial and industrial applications.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring the years ended December 31, 2024 and 2023, the Company recorded a foreign currency translation loss of $13.7 million and a foreign currency translation gain of $1.3 million to comprehensive income, respectively. Item 8.
Biggest changeDuring the years ended December 31, 2025 and 2024, the Company recorded a foreign currency translation gain of $5.9 million and a foreign currency translation loss of $13.7 million to comprehensive income, respectively. Item 8.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk Industry Risk The demand, pricing and terms for hydraulic fracturing services and related goods provided by us are largely dependent upon the level of drilling and completions activity in the U.S. oil and natural gas industry, as well as the available supply of hydraulic fracturing equipment.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk Industry Risk The demand, pricing and terms for completions services and related goods provided by us are largely dependent upon the level of drilling and completions activity in the U.S. oil and natural gas industry, as well as the available supply of hydraulic fracturing and completions services equipment.
Assuming no change in the amount outstanding, the impact on interest expense of a 1% increase or decrease in the weighted average interest rate would be approximately $1.9 million per year. We do not currently have or intend to enter into any derivative arrangements to protect against fluctuations in interest rates applicable to our outstanding indebtedness.
Assuming no change in the amount outstanding, the impact on interest expense of a 1% increase or decrease in the weighted average interest rate would be approximately $2.5 million per year. We do not currently have or intend to enter into any derivative arrangements to protect against fluctuations in interest rates applicable to our outstanding indebtedness.
Financial Statements and Supplementary Data Our financial statements and supplementary data are included in this Annual Report beginning on page F-1 and incorporated by reference herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 45
Financial Statements and Supplementary Data Our financial statements and supplementary data are included in this Annual Report beginning on page F-1 and incorporated by reference herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 49
Further, we have purchase commitments with certain vendors to supply proppant inventory used in our operations at a fixed purchase price, including certain commitments which include minimum purchase obligations. Refer t o Note 15 — Commitments & Contingencies included in Part II, Item 8. of this Annual Report for further discussion regarding pur chase commitments.
Further, we periodically enter into purchase commitments with certain vendors to supply proppant inventory used in our operations at a fixed purchase price, including certain commitments which include minimum purchase obligations. Refer t o Note 15 — Commitments & Contingencies included in Part II, Item 8. of this Annual Report for further discussion regarding pur chase commitments.
Commodity Price Risk Our material and fuel purchases expose us to commodity price risk. Material costs primarily include inventory consumed while performing hydraulic fracturing services. Fuel costs consist of diesel fuel and natural gas used by trucks and other motorized equipment used for hydraulic fracturing services.
Commodity Price Risk Our material and fuel purchases expose us to commodity price risk. Material costs primarily include inventory consumed while performing completions services. Fuel costs consist of diesel fuel and natural gas used by trucks and other motorized equipment used for completions services.
Interest is calculated under the terms of our ABL Facility based on our selection, from time to time, of one of the index rates available to us plus an applicable margin that varies based on certain factors. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.
Interest is calculated under the terms of our Revolving Credit Facility and Caterpillar Agreement based on our selection, from time to time, of one of the index rates available to us plus an applicable margin that varies based on certain factors. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.
Interest Rate Risk As of December 31, 2024, the Company had $190.5 million of debt outstanding, with a weighted average interest rate of 6.8%.
Interest Rate Risk As of December 31, 2025, the Company had $246.7 million of debt outstanding, with a weighted average interest rate of 6.6%.

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