[8-K] Mammoth Energy Services, Inc. Reports Material Event

Rhea-AI Filing Summary

Mammoth Energy Services, Inc. (NASDAQ: TUSK) filed an 8-K announcing the sale of all hydraulic fracturing equipment held by subsidiaries Stingray Pressure Pumping LLC and Mammoth Equipment Leasing LLC to MGB Manufacturing, LLC for $15.0 million in cash. The divested assets belong to the Company’s Well Completion segment and the transaction closed concurrently with the signing of the Equipment Purchase Agreement on 16 June 2025. Piper Sandler & Co. acted as exclusive advisor.

Because the carrying value of goodwill related to the hydraulic fracturing business now exceeds fair value, Mammoth expects to record a non-cash impairment charge of $7.7-$9.2 million in Q2 2025.

The Company also referenced its previously disclosed T&D Transaction—the April 2025 divestiture of three transmission & distribution subsidiaries—and filed unaudited pro forma condensed consolidated financial statements (Exhibit 99.1) reflecting both divestitures.

Key implications for investors:

• Immediate liquidity boost of $15 million.
• Streamlining of portfolio away from capital-intensive pressure pumping operations.
• Expected goodwill impairment nearly offsets transaction proceeds, pressuring near-term earnings but non-cash in nature.
• Future revenue and EBITDA from hydraulic fracturing will cease unless replaced by new lines or acquisitions.

Positive

• $15 million cash inflow strengthens liquidity without raising debt or equity.
• Portfolio simplification reduces exposure to volatile pressure-pumping market and future cap-ex requirements.
• Filing of pro forma financials enhances transparency around recent divestitures.

Negative

• Company will record a $7.7-$9.2 million goodwill impairment in Q2 2025, weighing on near-term GAAP earnings.
• Loss of all hydraulic fracturing assets may reduce revenue and EBITDA from Well Completion segment going forward.

Insights

Senior Financial Analyst

TL;DR: $15 m asset sale funds liquidity, but non-cash impairment erases earnings benefit; long-term mix shifts away from volatile fracking segment.

The sale adds immediate cash without equity dilution, helpful for a company that historically carries modest cash balances. However, the expected $7.7-$9.2 m impairment nearly matches proceeds, so GAAP earnings in Q2 will show a hit. Operationally, exiting pressure pumping reduces cap-ex intensity and potential cyclicality, aligning Mammoth with its stated focus on infrastructure services after the April T&D divestiture. Pro forma financials will clarify how much revenue/EBITDA is lost versus debt or cost reductions. Net impact is strategically positive but financially close to neutral in the short term.

Oilfield Services Industry Specialist

TL;DR: Complete disposal of pressure-pumping fleet signals strategic withdrawal from overcrowded U.S. frac market, reducing commodity exposure.

The U.S. hydraulic fracturing arena remains oversupplied, pressuring dayrates and utilization. By divesting its entire fleet, Mammoth eliminates the need for costly Tier-4 upgrades and maintenance. The $15 m price tag—while modest versus replacement cost—reflects secondary market softness. Investors should watch whether the company redeploys capital to its growing utility infrastructure segment where margins are steadier. The impairment is accounting-only and should not affect cash flow.

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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): June 16, 2025

Mammoth Energy Services, Inc.

(Exact name of registrant as specified in its charter)

001-37917

(Commission File No.)

Delaware

32-0498321

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

14201 Caliber Drive,

Suite 300

Oklahoma City,

Oklahoma

(405)

608-6007

73134

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Zip 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:

¨ 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
Common Stock			TUSK			The Nasdaq Stock Market LLC
						NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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(s) of the Exchange Act.  ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2025, Stingray Pressure Pumping LLC (“Stingray”) and Mammoth Equipment Leasing LLC (“Mammoth Equipment”), subsidiaries of Mammoth Energy Services, Inc. (“Mammoth” or the “Company”), entered into an Equipment Purchase Agreement (the “Agreement”), as the sellers, with MGB Manufacturing, LLC (“MGB”), as the buyer, pursuant to which Stingray and Mammoth Equipment sold all of the Company’s equipment used in its hydraulic fracturing business, which is included in the Company’s Well Completion segment, to MGB for $15.0 million (the “Transaction”). The Transaction was completed simultaneously with the signing of the Agreement on June 16, 2025.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Piper Sandler & Co. served as exclusive advisors to Mammoth in association with this transaction.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01.

Item 2.06 Material Impairments.

As a result of the Transaction, the Company concluded that the carrying value of goodwill associated with its hydraulic fracturing business exceeds its fair value. As a result, the Company expects to recognize impairment expense during the second quarter of 2025 ranging between $7.7 million and $9.2 million.

Item 9.01 Financial Statements and Exhibits.

(b)     Unaudited Pro Forma Condensed Consolidated Financial Statements

As previously reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on April 17, 2025, on April 11, 2025, Lion Power Services LLC (“Lion”), a subsidiary of Mammoth, entered into an Equity Interest Purchase Agreement, as the seller, with Peak Utility Services Group, Inc., as the buyer, pursuant to which Lion sold all equity interests in its wholly-owned subsidiaries 5 Star Electric, LLC, Higher Power Electrical, LLC and Python Equipment LLC (the “T&D Transaction”).

The following unaudited pro forma condensed consolidated financial statements of the Company reflecting the Transaction pursuant to the Agreement described in Item 1.01 above and reflecting the T&D Transaction, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 9.01.

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025;

•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and years ended December 31, 2024, 2023 and 2022; and

•Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d)    Exhibits

Exhibit Number			Description
10.1*			Equipment Purchase Agreement, dated as of June 16, 2025, by and among Stingray Pressure Pumping LLC, Mammoth Equipment Leasing LLC and MGB Manufacturing, LLC.
99.1			Mammoth Energy Services, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
*			Portions of the Equipment Purchase Agreement and exhibits to the Equipment Purchase Agreement have been omitted pursuant to Items 601(b)(2)(ii) and 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits upon request by the SEC.

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 thereunto duly authorized.

MAMMOTH ENERGY SERVICES, INC.

Date:

June 20, 2025

By:

/s/ Mark Layton

Mark Layton

Chief Financial Officer and Secretary

FAQ

How much did Mammoth Energy (TUSK) receive for its hydraulic fracturing equipment?

The company sold the equipment to MGB Manufacturing for $15.0 million in cash.

Will Mammoth record an impairment from the transaction?

Yes. Mammoth expects a non-cash impairment charge of $7.7-$9.2 million in Q2 2025.

Which business segment is affected by the sale?

The divested equipment belonged to the Well Completion (hydraulic fracturing) segment.

Who advised Mammoth Energy on the equipment sale?

Piper Sandler & Co. served as exclusive advisor on the transaction.

Where can investors find pro forma financial information?

Unaudited pro forma statements are provided in Exhibit 99.1 to the 8-K filing.