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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 2026
LIBERTY ENERGY INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38081 |
|
81-4891595 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
950 17th Street, Suite 2400
Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices)
(303) 515-2800
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| |
|
|
|
|
| Class A Common Stock, par value $0.01 |
|
LBRT |
|
New York Stock Exchange |
| |
|
|
|
NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
0.00%
Convertible Senior Notes Offering
On
March 30, 2026, Liberty Energy Inc. (the “Company”) completed its previously announced private offering
of $475.0 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”)
to several investment banks acting as initial purchasers (collectively, the “Initial
Purchasers”). On March 26, 2026, the Initial Purchasers exercised in full their option to purchase an additional
$50.0 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated March 30, 2026 (the
“Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The
Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The Initial Purchasers subsequently resold the Notes
to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by
Rule 144A under the Securities Act.
The
net proceeds from the offering were approximately $511.3 million after deducting the Initial Purchasers’ discounts and commissions
and estimated offering expenses payable by the Company. The Company used approximately $77.2 million of the net proceeds to fund
the cost of entering into the Capped Call Transactions (as defined below). The Company intends to use the remainder of the net
proceeds from the Notes offering for general corporate purposes.
The
Notes are general unsecured, senior obligations of the Company. The Notes will not bear regular interest, and the principal amount
of the Notes will not accrete. The Notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. The
initial conversion rate of the Notes is 26.7094 shares of the Company’s Class A common stock, par value $0.01 per share
(the “Common Stock”), per $1,000 principal amount of Notes (equivalent to an initial conversion price
of approximately $37.44 per share of the Common Stock). The initial conversion price of the Notes represents a premium of approximately
30% over the last reported sale price of the Common Stock on the New York Stock Exchange on March 25, 2026. Upon conversion, the
Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be,
cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the election of the Company, in respect
of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes
being converted.
The
Company may redeem for cash all or any portion of the Notes, at its option, on or after March 1, 2029 and before the 21st scheduled
trading day immediately preceding the maturity date if the last reported sale price of the Common Stock has been at least 130%
of the conversion price of the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding
the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
If
the Company undergoes a “fundamental change,” as defined in the Indenture, then, subject to certain conditions and
limited exceptions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a
repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest,
if any, to, but excluding, the “fundamental change repurchase date,” as defined in the Indenture. In addition, following
certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption
in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who
elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption
during the related redemption period, as the case may be.
The
Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately
due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which such
Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:
| ● | default
in any payment of special interest on any Note when due and payable and the default continues
for a period of 30 days; |
| ● | default
in the payment of principal of any Note when due and payable at its stated maturity,
upon optional redemption, upon any required repurchase, upon declaration of acceleration
or otherwise; |
| ● | failure
by the Company to comply with its obligation to convert the Notes in accordance with
the Indenture upon exercise of a holder’s conversion right and such failure continues
for three business days; |
| ● | failure
by the Company to give a fundamental change notice, notice of a make-whole fundamental
change or notice of a specified corporate event, in each case when due and such failure
continues for one business day; |
| ● | failure
by the Company to comply with its obligations in respect of any consolidation, merger
or sale of assets; |
| ● | failure
by the Company to comply with any of the other agreements in the Notes or Indenture for
60 days after receipt of written notice of such failure from the trustee or the holders
of at least 25% in principal amount of the Notes then outstanding; |
| ● | default
by the Company or any of its Significant Subsidiaries (as defined in the Indenture) with
respect to any mortgage, agreement or other instrument under which there may be outstanding,
or by which there may be secured or evidenced, any indebtedness for money borrowed in
excess of $150,000,000 (or its foreign currency equivalent) in the aggregate of the Company
and/or any such Significant Subsidiary, whether such indebtedness now exists or will
hereafter be created (i) resulting in such indebtedness becoming or being declared due
and payable prior to its stated maturity date or (ii) constituting a failure to pay the
principal or interest of any such indebtedness when due and payable (after the expiration
of all applicable grace periods) at its stated maturity, upon required repurchase, upon
declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such
acceleration will not have been rescinded or annulled or such failure to pay or default
will not have been cured or waived, or such indebtedness is not paid or discharged, as
the case may be, within 30 days after written notice to the Company by the trustee or
to the Company and the trustee by holders of at least 25% in aggregate principal amount
of the Notes then outstanding in accordance with the Indenture; and |
| ● | certain
events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s
Significant Subsidiaries. |
If
certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and
unpaid special interest, if any, on, all of the then outstanding Notes will automatically become due and payable. If an event
of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the
Company, occurs and is continuing, the trustee by notice to the Company or the holders of at least 25% in principal amount of
the outstanding Notes by notice to the Company and the trustee, may, and the trustee at the request of such holders will, declare
100% of the principal of, and accrued and unpaid special interest, if any, on, all of the then-outstanding Notes to be due and
payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for
an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will,
for the first 365 days after such event of default, consist exclusively of the right to receive special interest on the Notes.
The
Indenture provides that the Company will not consolidate with or merge with or into, or sell, convey, transfer or lease all or
substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another
person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly
owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a corporation organized
and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation
(if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the
Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing
under the Indenture.
In
connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions relating to the
Notes (the “Capped Call Transactions”) with certain of the initial purchasers of the Notes or their
affiliates and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions
cover, subject to anti-dilution adjustments, the number of shares of Common Stock initially underlying the Notes. Because the
Initial Purchasers of the Notes exercised their option to purchase additional Notes, the Company entered into additional Capped
Call Transactions with the Option Counterparties.
The
initial cap price of the Capped Call Transactions was approximately $72.00 per share, which represents a premium of 150% over
the last reported sale price of the Common Stock of $28.80 on the New York Stock Exchange on March 25, 2026, and is subject to
certain adjustments under the terms of the Capped Call Transactions.
The
Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon conversion of any Notes
and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case
may be, with such reduction and/or offset subject to a cap.
In
connection with establishing their initial hedges of the Capped Call Transactions, the Company expects that the Option Counterparties
or their respective affiliates may have entered into various derivative transactions with respect to the Common Stock and/or purchased
the Common Stock in secondary market transactions concurrently with or shortly after the pricing of the Notes, including with
or from, as the case may be, certain investors in the Notes. This activity could have increased (or reduced the size of any decrease
in) the market price of the Common Stock or the Notes at that time.
In
addition, the Company expects that the Option Counterparties may modify or unwind their hedge positions by entering into or unwinding
various derivative transactions with respect to the Common Stock and/or purchasing or selling the Common Stock or other securities
of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and
are likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the
Capped Call Transactions in connection with any repurchase, redemption or early conversion of the Notes). This activity could
also cause or avoid an increase or a decrease in the market price of the Common Stock or the Notes, which could affect a noteholder’s
ability to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related
to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion
of such Notes.
The
Capped Call Transactions are separate transactions (in each case entered into with a separate Option Counterparty), are not part
of the terms of the Notes and will not change the holders’ rights under the Notes. Noteholders will not have any rights
with respect to the Capped Call Transactions. A copy of the Form of Capped Call Confirmation relating to the Capped Call Transactions
is attached as Exhibit 10.1 hereto and is incorporated by reference (and the foregoing summary of the Capped Call Transactions
is qualified in its entirety by reference to such document).
Neither
the Notes, nor any shares of Common Stock issuable upon conversion of the Notes, have been, nor will be registered under the Securities
Act or any state securities laws, and unless so registered, such securities may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and other applicable securities laws.
A
copy of the Indenture is attached as Exhibit 4.1 hereto (including the form of the Notes attached as Exhibit 4.2 hereto) and is
incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under the heading “0.00% Convertible Senior Notes Offering” in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sale of Equity Securities.
The
information set forth under the heading “0.00% Convertible Senior Notes Offering” in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
The
Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act. The Initial Purchasers subsequently resold the Notes to persons reasonably believed to be qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A under the Securities Act.
The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the
Purchase Agreement, dated March 25, 2026, by and among the Company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC,
as representatives of the Initial Purchasers listed on Schedule I thereto. The Notes and any shares of Common Stock issuable upon
conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements.
To
the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated
to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration
is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.
Item
8.01 Other Events.
On
March 25, 2026, the Company issued a press release announcing its intention to offer $450.0 million aggregate principal amount
of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
March 25, 2026, the Company issued a press release announcing the pricing of its upsized offering of $475.0 million aggregate
principal amount of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities
laws, including but not limited to statements regarding the Company’s expectations regarding the expected net proceeds from
the offering of the Notes and use of those net proceeds and the Company’s expectations regarding certain actions taken by
the Option Counterparties relating to derivatives and their hedge positions. These forward-looking statements are based on the
Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions
and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially
from those expressed or implied in any forward-looking statement. These risks and uncertainties include, among others, uncertainties
and other factors related to the intended use of proceeds from the offering and sale of the Notes and the Capped Call Transactions,
trends and conditions. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Further
information on these and other factors that could affect the forward-looking statements in this Current Report on Form 8-K is
included in the filings the Company makes with the Securities and Exchange Commission (“SEC”) from time
to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” including the Annual Report on Form 10-K for the year ended December 31, 2025 as filed
with the SEC on February 2, 2026. Copies of these documents may be obtained from the SEC’s website at www.sec.gov. These
forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report
on Form 8-K. Except as required by law, the Company disclaims any obligation to update these forward-looking statements as a result
of new information, future events, changes in expectations or otherwise.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture,
dated as of March 30, 2026, by and between Liberty Energy Inc. and U.S. Bank Trust Company, National Association, as Trustee. |
| 4.2 |
|
Form
of Global Note, representing Liberty Energy Inc.’s 0.00% Convertible Senior Note due 2032 (included as Exhibit A to
the Indenture filed as Exhibit 4.1). |
| 10.1 |
|
Form of Capped Call Confirmation between Liberty Energy Inc. and each option counterparty. |
| 99.1 |
|
Press Release dated March 25, 2026. |
| 99.2 |
|
Press Release dated March 25, 2026. |
| 104 |
|
Interactive
Data File (embedded within the Inline XBRL document). |
| |
|
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
|
|
| |
|
Liberty Energy Inc. |
| |
|
|
| Date:
March 30, 2026 |
By: |
/s/
R. Sean Elliott |
| |
|
Name:
R. Sean Elliott |
| |
|
Title:
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Liberty
Energy Inc. Announces Proposed $450.0 Million Convertible Senior Notes Offering
March
25, 2026
DENVER,
Colo.—Liberty Energy Inc. (NYSE: LBRT) (“Liberty”) today announced that it proposes to offer $450.0 million
aggregate principal amount of convertible senior notes due 2032 (the “Notes”), subject to market conditions and other
factors, in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Liberty also intends
to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the
Notes are first issued, up to an additional $50.0 million aggregate principal amount of the Notes (the “Initial Purchaser
Option”).
The
Notes will be general unsecured, senior obligations of Liberty and will accrue interest payable semiannually in arrears on March
1 and September 1 of each year, to holders of record as of the close of business on the immediately preceding February 15 and
August 15, respectively, beginning on September 1, 2026. The Notes will mature on March 1, 2032, unless earlier converted, redeemed
or repurchased. At any time prior to the close of business on the business day immediately preceding December 1, 2031, the Notes
may be converted at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter,
at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may
convert all or any portion of their Notes at any time, regardless of the foregoing conditions. Upon conversion, Liberty will pay
cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of
Liberty’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), or a combination of
cash and shares of Class A Common Stock, at the election of Liberty, in respect of the remainder, if any, of Liberty’s conversion
obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, initial conversion rate
and other terms of the Notes will be determined at the time of pricing of the Notes Offering.
Liberty
may redeem for cash all or any portion of the Notes, at its option, on or after March 1, 2029 and before the 21st scheduled trading
day immediately preceding the maturity date if the last reported sale price of the Class A Common Stock has been at least 130%
of the conversion price of the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding
the date on which Liberty provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Liberty
intends to use the net proceeds from the Notes Offering to fund the cost of entering into the Capped Call Transactions, as described
and defined below, with the remaining amount to be used for general corporate purposes. If the initial purchasers exercise their
Initial Purchaser Option, Liberty expects to enter into additional Capped Call Transactions with the Option Counterparties (as
defined below) and to use the remainder of such net proceeds for general corporate purposes.
In
connection with the pricing of the Notes, Liberty expects to enter into privately negotiated capped call transactions relating
to the Notes (the “Capped Call Transactions”) with one or more of the initial purchasers or their respective affiliates
and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions will cover, subject
to anti-dilution adjustments, the number of shares of Class A Common Stock that will initially underlie the Notes.
The
Capped Call Transactions are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of
any Notes and/or offset any cash payments Liberty is required to make in excess of the principal amount of converted Notes, as
the case may be, with such reduction and/or offset subject to a cap.
In
connection with establishing their initial hedges of the Capped Call Transactions, the Option Counterparties may enter into various
derivative transactions with respect to the Class A Common Stock and/or purchase the Class A Common Stock in secondary market
transactions concurrently with or shortly after the pricing of the Notes, including with or from, as the case may be, certain
investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A Common
Stock or the Notes at that time.
In
addition, the Option Counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative
transactions with respect to the Class A Common Stock and/or purchasing or selling the Class A Common Stock or other securities
of Liberty in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are
likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the Capped
Call Transactions in connection with any repurchase, redemption or early conversion of the Notes). This activity could also cause
or avoid an increase or a decrease in the market price of the Class A Common Stock or the Notes, which could affect a noteholder’s
ability to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related
to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion
of such Notes.
Neither
the Notes, nor any shares of Class A Common Stock issuable upon conversion of the Notes, have been, nor will be registered under
the Securities Act or any state securities laws, and unless so registered, such securities may not be offered or sold in the United
States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
This
press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer,
solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes
will be made only by means of a private offering memorandum.
Forward-Looking
Statements
The
information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included
herein concerning, among other things, statements about our expectations in connection with the Notes Offering, the size and terms
of the Notes Offering, the use of proceeds from the Notes Offering, our expected growth from recent acquisitions, expected performance,
expectations regarding the success of our distributed power business, future operating results, oil and natural gas demand and
prices and the outlook for the oil and gas industry, power demand and outlook for the power industry, future global economic conditions,
the impact of worldwide political, military and armed conflict (including the impact of the ongoing conflict with Iran and the
closure of the Straight of Hormuz), the impact of announcements and changes in oil production quotas by oil exporting countries,
improvements in operating procedures and technology, our business strategy and the business strategies of our customers, the impact
of policy, legislative, and regulatory changes, the deployment of fleets in the future, planned capital expenditures, future cash
flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to stockholders,
business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements are identified
by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,”
“project,” “plan,” “position,” “believe,” “intend,” “achievable,”
“forecast,” “assume,” “anticipate,” “will,” “continue,” “potential,”
“likely,” “should,” “could,” and similar terms and phrases. However, the absence of these
words does not mean that the statements are not forward-looking. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. The outlook presented
herein is subject to change by Liberty without notice and Liberty has no obligation to affirm or update such information, except
as required by law. These forward-looking statements represent our expectations or beliefs concerning future events, and it is
possible that the results described in this press release will not be achieved. These forward-looking statements are subject to
certain risks, uncertainties and assumptions identified above or as disclosed from time to time in Liberty’s filings with the
Securities and Exchange Commission (“SEC”). As a result of these factors, actual results may differ materially from
those indicated or implied by such forward-looking statements.
Any
forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we do not undertake
any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
New factors emerge from time to time, and it is not possible for us to predict all such factors. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary statements in “Item 1A. Risk Factors” included
in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 2, 2026 and in our other
public filings with the SEC. These and other factors could cause our actual results to differ materially from those contained
in any forward-looking statements.
About
Liberty
Liberty
Energy Inc. (NYSE: LBRT) is a leading energy services company. Liberty is one of the largest providers of completion services
and technologies to onshore oil, natural gas, and enhanced geothermal energy producers in North America. Liberty also owns and
operates Liberty Power Innovations LLC, providing advanced distributed power and energy storage solutions, supported by strategic
relationships across advanced nuclear, enhanced geothermal, and battery energy storage systems, serving the commercial and industrial,
data center, energy, and mining industries. Liberty was founded in 2011 with a relentless focus on value creation through a culture
of innovation and excellence and the development of next generation technology. Liberty is headquartered in Denver, Colorado.
Contacts:
Michael
Stock
Chief
Financial Officer
Anjali
Voria, CFA
Vice
President of Investor Relations
303-515-2851
IR@libertyenergy.com
Exhibit 99.2
Liberty Energy Inc. Announces Pricing of Upsized $475.0 Million
Convertible Senior Notes Offering
March 25, 2026
DENVER, Colo.—Liberty Energy Inc. (NYSE: LBRT) (“Liberty”)
today announced the pricing of, and that it has agreed to sell, $475.0 million aggregate principal amount of 0.00% convertible
senior notes due 2032 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). Liberty also granted the initial purchasers an option to purchase, within a 13-day period beginning on, and including,
the date on which the Notes are first issued, up to an additional $50.0 million aggregate principal amount of the Notes (the “Initial
Purchaser Option”). The sale of the Notes is expected to close on or about March 30, 2026, subject to the satisfaction of
customary closing conditions. The offering size was increased from the previously announced $450.0 million aggregate principal
amount of Notes.
The Notes will be general unsecured, senior obligations of Liberty.
The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on March
1, 2032, unless earlier converted, redeemed or repurchased. At any time prior to the close of business on the business day immediately
preceding December 1, 2031, the Notes may be converted at the option of holders only upon satisfaction of certain conditions and
during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately
preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing conditions.
Upon conversion, Liberty will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as
the case may be, cash, shares of Liberty’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”),
or a combination of cash and shares of Class A Common Stock, at the election of Liberty, in respect of the remainder, if any, of
Liberty’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.
Liberty may redeem for cash all or any portion of the Notes,
at its option, on or after March 1, 2029 and before the 21st scheduled trading day immediately preceding the maturity date if the
last reported sale price of the Class A Common Stock has been at least 130% of the conversion price of the Notes then in effect
for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading
day of such period) ending on, and including, the trading day immediately preceding the date on which Liberty provides notice of
redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special
interest, if any, to, but excluding, the redemption date.
If Liberty undergoes a “fundamental change,” then,
subject to certain conditions and limited exceptions, holders of the Notes may require Liberty to repurchase for cash all or any
portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued
and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain
corporate events that occur prior to the maturity date or if Liberty delivers a notice of redemption in respect of the Notes, Liberty
will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection
with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period,
as the case may be.
The Notes will have an initial conversion rate of 26.7094 shares
of Class A Common Stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is
equivalent to an initial conversion price of approximately $37.44 per share, which represents a premium of approximately 30.0%
over the last reported sale price of the Class A Common Stock on the New York Stock Exchange of $28.80 per share on March 25, 2026.
Liberty estimates that the net proceeds from the Notes Offering
will be approximately $462.5 million (or $511.3 million if the initial purchasers exercise the Initial Purchaser Option in full),
after deducting the initial purchasers’ discounts and commissions and estimated Notes Offering expenses payable by Liberty.
Liberty intends to use the net proceeds from the Notes Offering to fund the approximately $69.8 million cost of entering into the
Capped Call Transactions, as described and defined below, with the remaining amount to be used for general corporate purposes.
If the initial purchasers exercise their Initial Purchaser Option, Liberty expects to enter into additional Capped Call Transactions
with the Option Counterparties (as defined below) and to use the remainder of such net proceeds for general corporate purposes.
In connection with the pricing of the Notes, Liberty entered
into privately negotiated capped call transactions relating to the Notes (the “Capped Call Transactions”) with certain
of the initial purchasers or their respective affiliates and certain other financial institutions (the “Option Counterparties”).
The Capped Call Transactions will cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock initially
underlying the Notes. The cap price of the Capped Call Transactions will initially be approximately $72.00 per share, which represents
a premium of 150.00% over the last reported sale price of Class A Common Stock of $28.80 on the New York Stock Exchange on March
25, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are expected generally to reduce
the potential dilution to the Class A Common Stock upon conversion of any Notes and/or offset any cash payments Liberty is required
to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to
a cap.
In connection with establishing their initial hedges of the
Capped Call Transactions, the Option Counterparties may enter into various derivative transactions with respect to the Class A
Common Stock and/or purchase the Class A Common Stock in secondary market transactions concurrently with or shortly after the pricing
of the Notes, including with or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce
the size of any decrease in) the market price of the Class A Common Stock or the Notes at that time.
In addition, the Option Counterparties may modify or unwind
their hedge positions by entering into or unwinding various derivative transactions with respect to the Class A Common Stock and/or
purchasing or selling the Class A Common Stock or other securities of Liberty in secondary market transactions following the pricing
of the Notes and prior to the maturity of the Notes (and are likely to do so on each exercise date for the Capped Call Transactions
or following any termination of any portion of the Capped Call Transactions in connection with any repurchase, redemption or early
conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A
Common Stock or the Notes, which could affect a noteholder’s ability to convert the Notes, and, to the extent the activity
occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value
of the consideration that a noteholder will receive upon conversion of such Notes.
Neither the Notes, nor any shares of Class A Common Stock issuable
upon conversion of the Notes, have been, nor will be registered under the Securities Act or any state securities laws, and unless
so registered, such securities may not be offered or sold in the United States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation
of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such state or jurisdiction.
Forward-Looking Statements
The information above includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included herein concerning, among other things, statements about our expectations
in connection with the Notes Offering, the use of proceeds from the Notes Offering, actions of the Option Counterparties, the effects
on the price of Liberty’s Class A Common Stock as a result thereof, our expected growth from recent acquisitions, expected
performance, expectations regarding the success of our distributed power business, future operating results, oil and natural gas
demand and prices and the outlook for the oil and gas industry, power demand and outlook for the power industry, future global
economic conditions, the impact of worldwide political, military and armed conflict (including the impact of the ongoing conflict
with Iran and the closure of the Strait of Hormuz), the impact of announcements and changes in oil production quotas by oil exporting
countries, improvements in operating procedures and technology, our business strategy and the business strategies of our customers,
the impact of policy, legislative, and regulatory changes, the deployment of fleets in the future, planned capital expenditures,
future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to
stockholders, business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements
are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,”
“project,” “plan,” “position,” “believe,” “intend,” “achievable,”
“forecast,” “assume,” “anticipate,” “will,” “continue,” “potential,”
“likely,” “should,” “could,” and similar terms and phrases. However, the absence of these words
does not mean that the statements are not forward-looking. Although we believe that the expectations reflected in these forward-looking
statements are reasonable, they do involve certain assumptions, risks and uncertainties. The outlook presented herein is subject
to change by Liberty without notice and Liberty has no obligation to affirm or update such information, except as required by law.
These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results
described in this press release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties
and assumptions identified above or as disclosed from time to time in Liberty's filings with the Securities and Exchange Commission
(“SEC”). As a result of these factors, actual results may differ materially from those indicated or implied by such
forward-looking statements.
Any forward-looking statement speaks only as of the date
on which it is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is
not possible for us to predict all such factors. When considering these forward-looking statements, you should keep in mind the
risk factors and other cautionary statements in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K
for the year ended December 31, 2025 as filed with the SEC on February 2, 2026 and in our other public filings with the SEC. These
and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.
About Liberty
Liberty Energy Inc. (NYSE: LBRT) is a leading energy services
company. Liberty is one of the largest providers of completion services and technologies to onshore oil, natural gas, and enhanced
geothermal energy producers in North America. Liberty also owns and operates Liberty Power Innovations LLC, providing advanced
distributed power and energy storage solutions, supported by strategic relationships across advanced nuclear, enhanced geothermal,
and battery energy storage systems, serving the commercial and industrial, data center, energy, and mining industries. Liberty
was founded in 2011 with a relentless focus on value creation through a culture of innovation and excellence and the development
of next generation technology. Liberty is headquartered in Denver, Colorado.
Contacts:
Michael Stock
Chief Financial Officer
Anjali Voria, CFA
Vice President of Investor Relations
303-515-2851
IR@libertyenergy.com
