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

Rhea-AI Filing Summary

On 07/01/2025, Minerals Technologies Inc. (MTX) filed a Form 4 indicating that director Carolyn K. Pittman received 84.753 phantom stock units through the company’s Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors. Each unit mirrors one common share but will be settled in cash upon the director’s departure, creating no immediate dilution. Pittman’s total holding now stands at 18,308.472 phantom units. No open-market trades, option exercises, or insider sales were reported, and the filing offers no additional financial performance data.

Insights

Securities Analyst

TL;DR: Routine deferred-comp phantom units; immaterial and neutral for MTX valuation.

The 84.753-unit credit is worth roughly a few thousand dollars and represents less than 0.1% of Pittman’s existing phantom balance. Because settlement is cash-based and deferred until board separation, there is no dilution or cash cost today. The filing does not signal management sentiment or future earnings trends; therefore, market impact should be negligible.

Corporate Governance Expert

TL;DR: Standard non-employee director compensation disclosure; governance posture unchanged.

Phantom stock aligns directors with shareholder value without issuing new shares, a governance best practice. The grant is consistent with MTX’s established deferred compensation plan and keeps director equity exposure intact. No red flags on insider trading compliance; the filing maintains transparency but carries no strategic implications.

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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 30, 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 July 2, 2025, Mammoth Energy Services, Inc. (“Mammoth” or the “Company”) entered into a letter agreement with Fifth Third Bank, National Association (“Fifth Third Bank”) (the “Letter Agreement”) in relation to its revolving credit facility with Fifth Third Bank (the “Credit Agreement”) whereby the Revolving Loan Commitments, as defined in the Credit Agreement, are reduced from $75.0 million to $50.0 million.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Letter 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a filing with the Securities and Exchange Commission made by the Company, effective as of July 1, 2025, Bernard Lancaster was appointed the Company’s Chief Operating Officer. On June 30, 2025, effective as of July 1, 2025, the Compensation Committee of the Company’s Board of Directors approved compensation for Mr. Lancaster in connection with his appointment as the Company’s Chief Operating Officer consisting of a base salary of $300,000 per year. Mr. Lancaster is also eligible to receive an annual discretionary bonus based upon his and the Company’s performance.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number			Description
10.1			Letter Agreement dated July 2, 2025 by and between Fifth Third Bank, National Association, and Mammoth Energy Services, Inc.
104			Cover Page Interactive Data File - the cover page XBRL tags are 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 thereunto duly authorized.

MAMMOTH ENERGY SERVICES, INC.

Date:

July 3, 2025

By:

/s/ Mark Layton

Mark Layton

Chief Financial Officer and Secretary

FAQ

How many phantom stock units did MTX director Carolyn Pittman acquire?

She was credited with 84.753 phantom stock units.

What is the transaction date listed in the MTX Form 4?

The transaction occurred on 07/01/2025.

What is Carolyn Pittman’s total beneficial ownership after the transaction?

She now holds 18,308.472 phantom stock units.

Do the phantom stock units dilute MTX shareholders?

No. The units settle in cash upon board departure and create no share dilution.

Under which plan were the phantom stock units granted?

They were accrued under the Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors.

Does the Form 4 contain any earnings or revenue data?

No, the filing only reports the insider’s derivative security transaction.