DEF 14A of Liberty Energy Inc., Mar 5, 2026

DEF 14A of Liberty Energy Inc.

Filed Mar 5, 2026 · FY20250001999371-26-005123

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF FOUR CLASS I DIRECTORS TO A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    PROPOSAL 1 — ELECTION OF FOUR CLASS I DIRECTORS TO A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  2. Information about our Board

    Information about our Board Our Board currently consists of 10 directors. At the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), the Company’s stockholders approved the adoption of the Company’s Second Amended and Restated Certificate of Incorporation (the “A&R Charter”) to, among other things, remove the three separate classes of directors of the Board over a three-year phase-in period (the “Declassification Amendment”). The Declassification Amendment will be implemented as follows: (i) the current Class I directors will be elected at this Annual Meeting to serve for a term of one year, (ii) the current Class I and II directors will be elected at the 2027 annual meeting of stockholders to serve for a term of one year, and (iii) the current Class I, II and III directors will be elected at the 2028 annual meeting of stockholders to serve for a term of one year, at which time all directors will be elected to serve for one-year terms at all subsequent annual meetings of stockholders. Each director elected to the Board will hold office until his or her successor has been elected and qualified or until the earlier of their death, resignation, disqualification or removal. The current members of the classes of our Board are divided as follows: ♦Class I (term expires at this Annual Meeting): Simon Ayat, Arjun Murti, Gale A. Norton, and Cary D. Steinbeck ♦Class II (term expires at the 2027 annual meeting): Ken Babcock, Ron Gusek, and Alice Yake ♦Class III (term expires at the 2028 annual meeting): Peter A. Dea, William F. Kimble, and James R. McDonald To be elected, director nominees must receive a plurality of the votes cast by the holders of the shares entitled to vote in the election of directors at the Annual Meeting. Nonetheless, pursuant to the Corporate Governance Guidelines, in an uncontested election, any director nominee who receives a greater number of “WITHHOLD” votes than votes “FOR” his or her election (a “Majority Withheld Vote”) is required to tender his or her resignation to the Chair of the Nominating and Governance Committee within seven days following certification of the stockholder vote. The Nominating and Governance Committee must recommend to the Board whether to accept the resignation offer within 60 days of receiving the offer of resignation. The Board is required to consider and act on the recommendation within 30 days following receipt of the recommendation. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the four director nominees named below, all of whom are presently directors of the Company. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy, unless the size of the Board is reduced. The proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. It is not expected that any nominee will be unable or will decline to serve as a director. Biographical information regarding each nominee is set forth below, as well as a summary of the experiences, qualifications, attributes or skills that caused the Board to determine that each nominee should serve as a director of the Company. Each nominee’s experience is evaluated in determining the overall composition of the Board.

  3. Recent Changes and Developments regarding our Board

    Recent Changes and Developments regarding our Board The A&R Charter adopted in 2025 provided for the declassification of our Board. For more information, see “Information about our Board” above. On January 22, 2025 the Board determined to increase the size of the Board from nine directors to 10 directors and appointed Arjun Murti to fill the newly created vacancy. Mr. Murti was appointed as a Class I director with an initial term expiring at this Annual Meeting. On February 3, 2025, Christopher A. Wright, our then-Chairman of the Board, Director, and Chief Executive Officer, was confirmed as the Secretary of Energy of the United States and resigned from his positions at the Company. In accordance with the Company’s succession plan, effective on February 3, 2025, the Board appointed (i) independent director William Kimble as the non-executive Chairman of the Board and (ii) Ron Gusek as the Company’s Chief Executive Officer and as a Class II director of the Board with an initial term expiring at the 2027 annual meeting of stockholders. On August 26, 2025, Audrey Robertson resigned from the Board and was subsequently confirmed as the Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy of the United States. On October 16, 2025, the Board appointed Alice Yake to fill the vacancy resulting from Ms. Robertson’s resignation. Ms. Yake was appointed as a Class II director with an initial term expiring at the 2027 meeting of stockholders.

  4. DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

    DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

  5. DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

    | SIMON AYAT | | | | Age: 71 | Key Areas of Experience | | | Director Since: 2020 INDEPENDENT | •Corporate Finance/Capital Markets •Senior Management Experience (i.e. CEO/CFO) •Oilfield Services •Mergers & Acquisitions •Legal/Regulatory •Public Accounting | •Corporate Governance •ESG •HR/Compensation •Investor Relations •Risk Management | | | Mr. Ayat served as Senior Strategic Advisor to the Chief Executive Officer for SLB Limited (formerly known as Schlumberger N.V.) (“SLB”) from January 2020 until January 2022. From March 2007 until January 2020, he served as the Executive Vice President and Chief Financial Officer of SLB. Mr. Ayat has held several financial and operational positions in SLB, where he commenced his career in 1982. He was based in Paris, Houston and Dallas, as well as in the Middle East and Far East regions, serving as group treasurer, controller, geomarket manager for Indonesia and drilling regional vice president for Asia Pacific. Mr. Ayat is also a member of the board of directors and audit committee of Tenaris S.A., a manufacturer of pipes and related services for energy and industrial applications. He is a French and Lebanese citizen. Mr. Ayat was initially nominated to serve on our Board by SLB pursuant to a stockholders agreement that is no longer in effect. We believe Mr. Ayat’s extensive experience in the oilfield services industry and as the Chief Financial Officer of a publicly traded oilfield services company with international operations qualifies him for service on our Board. | | | ARJUN MURTI | | | | Age: 56 | Key Areas of Experience | | | Director Since: 2025 INDEPENDENT | •Exploration and Production •Corporate Finance/Capital Markets •ESG | •Mergers & Acquisitions •Oilfield Services | | | Mr. Murti is currently a Partner at Veriten LLC, a private research, investment and strategy firm (“Veriten”), and a Senior Advisor at Warburg Pincus, a private equity firm. He previously was a Partner at Goldman Sachs (“GS”) from 2006 to 2014. Prior to becoming Partner at GS, he served as Managing Director from 2003 to 2006 and as Vice President from 1999 to 2003. During his time at GS, Mr. Murti worked as a sell-side equity research analyst covering the energy sector and was co-director of equity research for the Americas from 2012 to 2014. Previously, Mr. Murti held equity analyst positions at JP Morgan Investment Management from 1995 to 1999 and at Petrie Parkman from 1992 to 1995. Mr. Murti has been a member of the board of directors of ConocoPhillips since 2015 and serves on its audit and finance committee as chair, executive committee, and human resources and compensation committee. He also serves on the advisory boards of ClearPath and the Center on Global Energy Policy at Columbia University. Mr. Murti has a Bachelor of Science and Arts in Finance from the University of Denver. We believe that Mr. Murti’s extensive experience in the areas of finance, capital markets, and energy policy qualify him for service on our Board. | |

  6. DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

    | GALE NORTON | | | | Age: 71 | Key Areas of Experience | | | Director Since: 2019 INDEPENDENT | •Legal/Regulatory •Corporate Governance | •ESG | | | Ms. Norton has been the President of Norton Regulatory Strategies, a consulting firm, since 2011. From 2007 to 2010, she served as General Counsel, Unconventional Oil, of Royal Dutch Shell, an international oil and natural gas company (“Shell”). Prior to joining Shell, Ms. Norton served as the Secretary of the Interior of the United States under President George W. Bush from 2001 until 2006 and as the Attorney General of the State of Colorado from 1991 until 1999. Ms. Norton is a director of American Transmission Company, a private company in the electric utility industry and she has been a Governance Fellow of the National Association of Corporate Directors. Ms. Norton holds Bachelor of Arts and Juris Doctorate degrees from the University of Denver. We believe that Ms. Norton’s experience as Attorney General of the State of Colorado and Secretary of the Interior of the United States qualifies her for service on our Board. | |

  7. DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

    | CARY STEINBECK | | | | Age: 54 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | •Exploration and Production •Mergers & Acquisitions | •Corporate Finance/Capital Markets •Risk Management | | | | Mr. Steinbeck has been a Managing Director at Shea Ventures, an investment firm, since October 2014. From 2007 to 2014, he served as a Managing Director at Oakmont Corporation, an investment firm. Mr. Steinbeck is a member of the board of directors of Liberty Resources LLC and served on the board of directors of Accretion Acquisition Corp. from October 2021 to December 2023. Mr. Steinbeck is a Chartered Financial Analyst® charterholder and has a Bachelor of Arts in Economics from the University of California, Santa Barbara, and a Master of Business Administration from the University of Southern California. We believe that Mr. Steinbeck’s experience in the private equity industry, energy sector investing experience, extensive board participation and understanding of financial markets provide valuable insights for our Company and qualify him for service on our Board. |

  8. DIRECTOR NOMINEES FOR ELECTION TO A ONE-YEAR TERM

    The election of directors requires the affirmative vote of a plurality of the votes cast by the holders of the shares of Common Stock entitled to vote in the election. If you submit a signed proxy card but do not give voting instructions as to how your shares of Common Stock should be voted, your shares will be voted in accordance with the recommendations of our Board stated in this Proxy Statement. Broker non-votes will have no effect on the outcome of voting on director elections. THE BOARD RECOMMENDS VOTING “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE.

  9. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  10. DIRECTORS CONTINUING IN OFFICE

    | WILLIAM KIMBLE | | | | Age: 66 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | •Public Accounting •Mergers & Acquisitions •Legal/Regulatory | •Corporate Governance •Risk Management •Technology/Cybersecurity | | | Mr. Kimble has served on our Board since the initial public offering of our Common Stock (the “IPO”) and as non-executive Chairman of the Board since February 2025. He held the position of Lead Director from October 2018 until his appointment as non-executive Chairman. From 2009 until his retirement in 2015, Mr. Kimble served as the Office Managing Partner for the Atlanta office and Managing Partner - Southeastern United States at KPMG LLP (“KPMG”), one of the largest audit, tax and advisory services firms in the world. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute and Audit Committee Chair Sessions. Until his retirement, Mr. Kimble had been with KPMG or its predecessor firm since 1986. During his tenure with KPMG, Mr. Kimble also held numerous senior leadership positions, including Global Chairman of Industrial Markets. Mr. Kimble served as KPMG’s Energy Sector Leader for 10 years and was the executive director of KPMG’s Global Energy Institute. Mr. Kimble serves on the board of directors and is the chair of the audit committee of Northern Oil and Gas, Inc. Mr. Kimble also served on the board of directors, the special committee, and was chair of the audit committee of DCP Midstream, LP from June 2015 until October 2023. Mr. Kimble has a Bachelor of Accounting and Business Administration from Southern Methodist University. We believe that Mr. Kimble’s extensive accounting background and his experience as a director of public companies qualify him for service on our Board. | |

  11. DIRECTORS CONTINUING IN OFFICE

    | PETER DEA | | | | Age: 72 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | •Exploration and Production •Senior Management Experience (i.e. CEO/CFO) •Mergers & Acquisitions •ESG | •HR/Compensation •Investor Relations •Corporate Governance •Risk Management | | | Mr. Dea was the Executive Chairman of Confluence Resources LP (“Confluence”) from September 2016 to September 2025. Mr. Dea served as the President and Chief Executive Officer of Cirque Resources LP (“Cirque”) from May 2007 to December 2025. Both Confluence and Cirque were private oil and gas companies. From November 2001 through August 2006, Mr. Dea was President and Chief Executive Officer and a director of Western Gas Resources, Inc. (“Western Gas”). Mr. Dea joined Barrett Resources Corporation (“Barrett”) in November 1993 and served as Chief Executive Officer and director from November 1999 and as Chairman from February 2000 through August 2001. Western Gas and Barrett were public oil and gas companies. Prior to that, Mr. Dea served in several geologic positions with Exxon Company, U.S.A. Mr. Dea currently serves as the Chairman of the Board of Ovintiv Inc. and has served as a director of Antero Midstream Corporation since the closing of its simplification transaction in March 2019. Prior to the simplification, Mr. Dea served as a director of the general partner of Antero Midstream GP LP beginning in April 2018. Mr. Dea has a Bachelor of Arts in Geology from Western State Colorado University and a Masters of Science in Geology from the University of Montana. Mr. Dea also attended the Harvard Business School, Advanced Management Program. We believe that Mr. Dea’s extensive oil and gas exploration and production experience and involvement in state and national energy policies qualify him for service on our Board. | |

  12. DIRECTORS CONTINUING IN OFFICE

    | JAMES MCDONALD | | | | Age: 47 | Key Areas of Experience | | | Director Since: 2020 INDEPENDENT | •Technology/Cybersecurity •Oilfield Services | •Marketing/Sales •Investor Relations •HR/Compensation | | | Mr. McDonald has been Senior Vice President of Investor Relations for SLB, an international oilfield services and technology company, since April 2023. Previously, he served as President Americas Land of SLB, overseeing onshore operations in North and South America, from June 2020 to April 2023. Previously, he served as President of Well Services running SLB’s global stimulation, coiled tubing intervention, cementing and offshore vessel operations. In addition, Mr. McDonald held multiple leadership roles in line management, operations, quality and safety, and business development at SLB over the past 20 plus years. His assignments spanned North and South America, North Africa and the Middle East in both land and offshore environments that included unconventional and deep water. Mr. McDonald graduated from the Massachusetts Institute of Technology with a degree in chemical engineering. He is actively engaged within the energy industry and community, and currently serves on the Board of Directors of Permian Strategic Partnership, the Energy Workforce and Technology Council, and he is on the Upstream and Service Supply and Technology Committees of the American Petroleum Institute. Mr. McDonald was initially nominated to serve on our Board by SLB pursuant to a stockholders agreement that is no longer in effect. We believe Mr. McDonald’s extensive experience in the oilfield services industry qualifies him for service on our Board. | |

  13. DIRECTORS CONTINUING IN OFFICE

    | KEN BABCOCK | | | | Age: 69 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | •Technology/Cybersecurity •Senior Management Experience (i.e. CEO/CFO) •Oilfield Services | •Mergers & Acquisitions •Marketing/Sales •HR/Compensation | | | Mr. Babcock served as the Chief Executive Officer of Abaco Energy Technologies LLC (“Abaco”), a private Houston-based portfolio company of Riverstone Holdings LLC, an energy-focused private equity firm, until Abaco’s acquisition in January 2026. Abaco was formed in 2013 to focus on opportunities in manufacturing and services related to North American drilling, completion, and production, and associated infrastructure. Prior to joining Abaco, Mr. Babcock was the President and Chief Executive Officer of Titan Specialties, Ltd. (“Titan”) from 2008 until its sale to Hunting PLC in September 2011. Following the sale, Mr. Babcock remained at Titan until June 2012. Prior to joining Titan, from 2005 until 2008, Mr. Babcock served as President and Chief Executive Officer of International Logging, Inc. (“ILI”) where he took a narrowly-focused mud logging company of over 300 employees to a diverse well site services organization of over 1,800 employees spread over 60 countries in a little over two years. Prior to joining ILI, Mr. Babcock was Director of Strategic Sales at Baker Hughes INTEQ and Vice President of Business Development at Noble Technology Services. Mr. Babcock began his career with EXLOG in 1980. Mr. Babcock has a Bachelor of Science in Geology from Florida State University. We believe that Mr. Babcock’s strong business leadership experience qualifies him for service on our Board. | |

  14. DIRECTORS CONTINUING IN OFFICE

    | RON GUSEK | | | | Age: 54 | Key Areas of Experience | | | Director Since: 2025 | •Exploration and Production •Technology/Cybersecurity •Senior Management Experience (i.e. CEO/CFO) •Oilfield Services •Risk Management | •ESG •Marketing/Sales •HR/Compensation •Investor Relations •Power Generation/Distribution | | | Mr. Gusek has served as the Company’s Chief Executive Officer since February 2025 and has been President since 2016. He served as the Company’s Vice President of Technology and Development of the Company’s predecessor from 2014 until his promotion to President in 2016. From 2011 to 2014, Mr. Gusek served as Vice President, Corporate Engineering and Technology of Sanjel Corporation, a global energy service company. Prior to joining Sanjel Corporation, from 2009 to 2011, Mr. Gusek was Director of Engineering for Zodiac Exploration, an oil and natural gas exploration and production company working in the central San Joaquin valley in California. From 2003 to 2008, Mr. Gusek was the Canadian Regional Manager of Pinnacle Technologies. Mr. Gusek has a Bachelor of Science in Mechanical Engineering from the University of Alberta. We believe that Mr. Gusek’s experience leading our growth during his tenure as our President, and now Chief Executive Officer, and his extensive experience in the hydraulic fracturing services industry, including technical expertise, qualifies him for service on our Board. | | | ALICE YAKE | | | | Age: 47 | Key Areas of Experience | | | Director Since: 2025 INDEPENDENT | •Power Generation/Distribution •Technology/Cybersecurity •Senior Management Experience (i.e. CEO/CFO) | •Legal/Regulatory •Investor Relations •ESG •Risk Management | | | Ms. Yake began serving as VP – Grid Modeling Initiative of Breakthrough Energy in April 2025. Previously, Ms. Yake served as Senior Vice President, System Strategy and Chief Planning Officer at Xcel Energy Inc. (NASDAQ: XEL), a major U.S. electricity and natural gas company, from June 2022 to March 2025. From May 2018 to June 2022, she served as President of Xcel Energy - Colorado. From September 2016 to May 2018, she served as Associate Vice President of Strategic Revenue Initiatives at Xcel Energy Inc. She is a member of the board of directors of XOS, Inc. Ms. Yake also is the former chair of the board of directors of the Smart Electric Power Alliance, and sits on the boards of the Denver Museum of Nature and Science, Mile High United Way, Colorado Concern, and formerly on the American Red Cross CO/WY Chapter. Ms. Yake received a B.S. in Management Information Systems from Texas A&M University and completed the Harvard Business School Program for Leadership Development. We believe Ms. Yake’s significant energy infrastructure and power generation experience qualifies her for service on our Board. | |

  15. 2025 Compensation Overview

    2025 Compensation Overview The Compensation Committee recommended, and the Board approved, the following compensation-related actions for our Named Executive Officers for fiscal year 2025, further detailed below: •Base Salaries: The 2025 base salaries for each Named Executive Officer were increased in response to marketplace pay increases. •Annual Incentive Awards: The bonus target criteria for annual incentive awards were the same used in 2024 based on the achievement of specific Company performance objectives. •Long-Term Incentive Compensation: The long-term incentive compensation included both time-based awards, vesting ratably over a three-year period, and performance-based awards, with three-year cliff vesting.

  16. Leadership Changes

    Leadership Changes On February 3, 2025, Christopher A. Wright, our then-Chairman of the Board, Director, and Chief Executive Officer, was confirmed as the Secretary of Energy of the United States and resigned from his positions at the Company. In accordance with the Company’s succession plan, effective on February 3, 2025, the Board appointed independent director William Kimble as the Company’s non-executive Chairman of the Board and Ron Gusek as the Company’s Chief Executive Officer and as a Class II director of the Board with an initial term expiring at the 2027 annual meeting of stockholders. In response to this appointment, the Compensation Committee considered whether to utilize the provisions of our LTIP (as defined below), as approved by our stockholders in 2024, to accelerate Mr. Wright’s then outstanding time-based and performance-based RSUs. In making this decision, the Compensation Committee considered: •the very unique circumstances presented by Mr. Wright’s appointment as Secretary of Energy; •Mr. Wright’s nearly 14 years of successful and distinguished service and contributions as a founder and leader of the Company, including his service as Chief Executive Officer and Chairman of the Board; and •Mr. Wright’s departure was the result of his willingness to serve his country and enter into public service. Moreover, the three-year performance period for Mr. Wright’s 2022 time-based and performance-based RSUs, which comprised over half of the overall fair value of the accelerated awards, had already been completed as of December 31, 2024 and the service condition had been substantially completed with less than two months remaining until vesting. Furthermore, the 2023 and 2024 awards were vested at target despite such awards trending at performance levels in excess of target. Based on these factors, the Compensation Committee approved the accelerated vesting of the remaining unvested time-based and performance-based RSUs previously awarded to Mr. Wright pursuant to the LTIP. This accelerated vesting became effective February 3, 2025 commensurate with Mr. Wright’s ratification and confirmation by the United States Senate as Secretary of Energy of the United States.

  17. Compensation Best Practices

    | | What We Do | | What We Don’t Do | | ✓ | Determine annual incentive compensation with the majority of the potential payment based upon the achievement of pre-established performance goals | x | No excise tax gross ups | | | | x | No “single trigger” severance upon a change of control | | | | x | No excessive perquisites | | ✓ | Generally target the market median for total compensation | x | No short-term or speculative trading of Company stock | | ✓ | Use an independent compensation consultant | x | No re-pricing of incentive awards | | ✓ | Hold executive sessions of the Compensation Committee without management present | x x | No supplemental retirement plans No guaranteed bonuses or uncapped incentives | | ✓ | Compensation Committee comprised solely of independent directors | x x | No payment of dividends on unvested stock awards Ban on hedging or pledging of Company stock | | ✓ | Base a portion of the long-term incentives upon our performance relative to peers | | | | ✓ | Apply Stock Ownership Guidelines for executive officers and Board members | | | | ✓ | Manage incentive compensation overpayment risk through compensation recovery/clawback policy | | | | ✓ | “Double trigger” severance upon a change of control | | | | ✓ | Significant portion of total target compensation for NEOs is performance-based or at risk | | |

  18. Process for Setting Compensation and Role of Compensation Consultant

    Process for Setting Compensation and Role of Compensation Consultant At the beginning of each year, the Compensation Committee engages an independent executive compensation consulting firm in order to provide independent and objective market compensation data, conduct compensation analysis, recommend plan design changes and advise on compensation related risks. The Compensation Consultant (as defined below) acts solely on behalf of the Compensation Committee and not on behalf of the Company’s management team. During 2025, the Compensation Committee engaged CBIZ Inc. as compensation consultants (the “Compensation Consultant”). The Compensation Consultant compiles compensation surveys for review by the Compensation Committee and management. After review of the Compensation Consultant’s surveys, management provides recommendations of compensation for our Named Executive Officers to the Compensation Committee. Such recommendations are generally based upon the guidance of the Compensation Consultant and the performance of our management as a team. The Compensation Committee then reviews management’s recommendation with the ability to ask questions of both management and the Compensation Consultant and may conduct an executive session as needed to discuss compensation. The Compensation Committee has the final authority to make decisions regarding recurring and other compensation decisions without separate Board approval, except as may be required by the charter of the Compensation Committee and applicable law. The Compensation Consultant also assists the Compensation Committee with the determination of our Peer Group, as defined and described below, and design of our annual incentive program and long-term incentive awards. Using the independence factors established by the SEC and the NYSE, the Compensation Committee determined that the Compensation Consultant’s work did not raise any conflicts of interest, and they are considered an independent consulting firm.

  19. Competitive Market Position and Peer Group

    Competitive Market Position and Peer Group To further emphasize the alignment between Company performance and executive pay and to ensure compensation is competitive, for 2025 the Compensation Committee generally targeted the 50th percentile for total compensation (base salary and short-term and long-term incentives) for the Named Executive Officers as a group, as reflected by various sources of compensation data (collectively, “Market Data”). The Market Data provided to the Compensation Committee by the Compensation Consultant includes compensation information from our Peer Group as well as other broad-based compensation survey sources selected by the Compensation Consultant. Although the Compensation Committee used the Market Data to inform its decisions regarding the form and amount of compensation provided to our Named Executive Officers in 2025, the Compensation Committee also considered other factors such that the compensation provided to our Named Executive Officers is not exclusively reflective of the Market Data. For purposes of setting 2025 compensation, the peer group companies (our “Peer Group”) used by the Compensation Consultant and the Compensation Committee included the following companies:

  20. Competitive Market Position and Peer Group

    | NOV Inc. | Flowserve Corporation | | Weatherford International plc | Gates Industrial Corporation plc | | ChampionX Corporation | Oceaneering International, Inc. | | Valaris Limited | Helmerich & Payne, Inc. | | Patterson-UTI Energy, Inc. | Cactus, Inc. |

  21. Competitive Market Position and Peer Group

    Our Peer Group was selected based on companies that broadly represent related drilling, oilfield services and manufacturing businesses and are of reasonably comparable size to the Company based on revenue, market capitalization and other financial metrics. While some of these companies have different revenues or market capitalizations, these companies represent the market in which we most directly compete for qualified professionals. As a whole, our Peer Group reflects companies with related operations, of reasonably similar size, and with which we compete for talent. Our 2025 Peer Group consists of the same companies that comprised our compensation peer group for 2024.

  22. Objectives of Compensation

    Objectives of Compensation The goal of the Company’s compensation program is to help attract and retain qualified executive talent and to strengthen the alignment between executives and stockholders’ interests, enhancing stockholder value. To achieve this goal, the Compensation Committee’s decisions are guided by the following principles: provide a competitive compensation package; relate compensation to the performance of the Company and the individual; and align employee objectives with the objectives of stockholders by encouraging executive stock ownership. In order to achieve these objectives, the Compensation Committee has created a compensation package that combines fixed and variable cash compensation with equity-based compensation. The Company’s compensation program for the Named Executive Officers consists of the following items: *base salary; *performance-based annual incentive payments under the Company’s Amended and Restated Long-Term Incentive Plan (“LTIP”), which in 2025 were based upon the Company’s adjusted pre-tax earnings per share (“Adjusted Pre-Tax EPS”), return on capital employed (“Adjusted ROCE”), the Company’s Adjusted ROCE as compared to the Adjusted ROCE of a peer group of companies (such comparison, “Comparative ROCE”), and personal performance; *long-term equity awards under our LTIP, consisting of both time-based and performance-based restricted stock units (“RSUs”); and *matching contributions under the Liberty Energy Services 401(k) Savings Plan. The Compensation Committee structures executive total direct compensation to emphasize performance through the annual incentive program and long-term incentives. The Compensation Committee believes that the compensation mix should strike a balance promoting long-term returns without motivating or rewarding excessive or inappropriate risk-taking.

  23. 2025 Pay Mix

    2025 Pay Mix Our compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation is contingent on the Company’s performance. The Company believes that having a significant portion of our Named Executive Officers’ compensation at risk better aligns their interests with the long-term interests of the Company and its stockholders. A majority of our Named Executive Officers total target direct compensation for fiscal year 2025 was variable, at approximately 86% for our Chief Executive Officer and averaging 84% for our other Named Executive Officers. The following charts illustrate the total target mix of direct compensation for our Named Executive Officers for fiscal year 2025. Each Named Executive Officer’s base salary is a fixed component of compensation for performing specific job duties and functions. In January 2025, the Compensation Committee approved the below adjustments to Named Executive Officer base salaries effective February 2025 since current salaries had fallen below the 25th percentile of the Peer Group. Specifically, Mr. Gusek’s increase is part of a planned multiyear phase-in period to incrementally adjust his compensation level from that of his prior role with the Company towards that of a chief executive officer in the Peer Group. The annualized base salaries for each Named Executive Officer are as follows for 2025.

  24. Annual Incentive Award

    Annual Incentive Award In 2025, based on the analysis provided by the Compensation Consultant and the recommendation of the Compensation Committee, the Board established performance metrics and hurdles for our 2025 annual incentive awards that are focused on the results of adjusted Pre-Tax EPS, Adjusted ROCE and Comparative ROCE. The Compensation Consultant recommended, and the Compensation Committee approved, maintaining an element of discretion in the annual incentive for our Named Executive Officers in order to provide the Compensation Committee the flexibility to respond to specific events that are relevant to each Named Executive Officer’s performance during the year. No payout percentage would be earned for a metric if the actual Company performance of that metric was below the threshold level set for that metric below. Payouts for performance between threshold, target and maximum would have been calculated using straight line interpolation. The overall payout amount for each Named Executive Officer is capped at 200% of each Named Executive Officer’s target incentive award. The performance metrics, their related thresholds and weightings and actual performance for the year ended December 31, 2025 are set forth in the table below:

  25. Annual Incentive Award

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | Earned Payout Percentage of Annual Incentive Award | | Adjusted Pre-Tax EPS(1) | 25% | $0.13 | $0.70 | $1.79 | $1.18 | 144.4% | | Adjusted ROCE(2) | 25% | 1% | 5.3% | 13.6% | 8.7% | 140.9% | | Comparative ROCE(3) | 30% | See Comparative ROCE Chart below | | | 3 of 10(4) | 154.8% | | Discretionary | 20% | N/A | N/A | N/A | 20% | 100% |

  26. Annual Incentive Award

    (1)Adjusted Pre-Tax EPS is equal to the Company’s 2025 adjusted pre-tax income (adding back income tax and certain adjustments that include tax receivable agreement impacts, when applicable), divided by diluted weighted average shares outstanding for 2025. (2)Adjusted ROCE is equal to the Company’s 2025 adjusted pre-tax net income (adding back income tax and tax receivable agreement impacts, when applicable) divided by the simple average of capital (debt and equity) employed at December 31, 2025 and 2024. (3)Comparative ROCE is determined by comparing the Company’s Adjusted ROCE and ranking it against the Adjusted ROCE of the ROCE Peer Group, as further detailed below. (4)Based on publicly filed data as of March 2, 2026. In the view of the Compensation Committee, the Company faced softening market conditions in 2025 better than its peers as evidenced by the Company’s financial execution and approved a target payout of 20% on the 2025 discretionary incentive opportunity for all Named Executive Officers. The same rate of payout on the discretionary portion was awarded for each Named Executive Officer to recognize the collaborative team effort utilized to obtain these results. The target incentive for each Named Executive Officer and the 2025 annual incentive payout for each Named Executive Officer is set forth below. Target incentive levels were increased in 2025 by 3-33% from the prior year, depending on the officer, in order to better align targeted total cash compensation with the 50th percentile of the Peer Group. In particular, Mr. Gusek’s target incentive amount was increased to reflect his assumption of the role of Chief Executive Officer and Mr. Gosney’s target incentive was increased to account for additional responsibilities associated with his promotion to the position of Vice President of Finance.

  27. Annual Incentive Award

    | Name | Target Annual Incentive (% of Base Salary) | Target Annual Incentive ($) | Performance Achievement Level (% of Target) | Actual 2025 Annual Incentive Payout | | Christopher A. Wright(1) | N/A | N/A | N/A | N/A | | Ron Gusek | 148.8% | $898,160 | 137.8% | $1,237,350 | | Michael Stock | 138.3% | $639,630 | 137.8% | $881,186 | | R. Sean Elliott | 109.3% | $496,460 | 137.8% | $683,948 | | Ryan T. Gosney | 132.0% | $450,000 | 137.8% | $619,943 |

  28. Annual Incentive Award

    (1)The Compensation Committee did not determine a 2025 annual incentive for Mr. Wright given his pending resignation from the Company and confirmation as Secretary of Energy of the United States. Comparative ROCE is determined by comparing and ranking the Adjusted ROCE (as defined below) of the Company against the Adjusted ROCE of peer companies (such peer group, the “ROCE Peer Group”). Our Adjusted ROCE and the Adjusted ROCE of each member of the ROCE Peer Group is calculated for a calendar year and then ranked in order of highest to lowest, with the highest Adjusted ROCE being ranked 1 of 10, and the lowest Adjusted ROCE ranked 10 of 10. The amount of the target award paid for this metric is then based on our numerical ranking against the ROCE Peer Group as follows, with the use of linear interpolation to determine the exact amount of payout (the “ROCE Ranking Matrix”):

  29. Annual Incentive Award

    | Comparative ROCE | | | Ranking of Company Adjusted ROCE against ROCE Peer Group | Payout Percentage of Target Award | | 1 of 10 | 200% | | 2 of 10 | 175% | | 3 of 10 | 150% | | 4 of 10 | 125% | | 5 of 10 | 100% | | 6 of 10 | 75% | | 7 of 10 | 50% | | 8 of 10 | 0% | | 9 of 10 | 0% | | 10 of 10 | 0% |

  30. Annual Incentive Award

    The ROCE Peer Group is reviewed and set each year, provided that the Compensation Committee reserves the right to revise the ROCE Peer Group throughout the year, which may include adjustments to eliminate the effects of extraordinary or non-recurring items. While some companies in the ROCE Peer Group may overlap with companies in our Peer Group, the focus of the ROCE Peer Group is to provide a metric by which the effectiveness of capital deployment can be measured. Accordingly, the ROCE Peer Group focuses more particularly on other companies that have capital needs that are similar to those of the Company. The Peer Group tends to focus and include companies based on the relative size of the peers based on metrics such as revenue and market capitalization. The ROCE Peer Group also utilizes the S&P 500 to provide a broader measure of the effectiveness of deployment of capital across various industries. Similar to the rationale for using the S&P 500, the Committee believes that that the OSX index also provides a broad measure of the effectiveness of the deployment of capital across the oilfield services industry. The 2025 ROCE Peer Group consists of the same companies and indices that comprised our ROCE peer group for 2024, except that Nine Energy Service, Inc. was replaced with ProFrac Holding Corp. due to the latter being a more suitable peer based on similarity of business scope, operations, and capital demands:

  31. Annual Incentive Award

    | S&P 500 Index | Halliburton Company | | OSX Index | Oil States International, Inc. | | ProPetro Holding Corp. | Helmerich & Payne, Inc. | | Patterson-UTI Energy, Inc. | RPC, Inc. | | ProFrac Holding Corp. | |

  32. Annual Incentive Award

    Our Company Adjusted ROCE for 2025 was 8.7%, which ranked 3 of 10 against the ROCE Peer Group for 2025 based on publicly filed data as of March 2, 2026, resulting in a weighted payout percentage for the Comparative ROCE component of the annual incentive award equal to 154.8%.

  33. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We maintain the LTIP in order to incentivize individuals providing services to us or our affiliates. In 2025, following recommendations by the Compensation Consultant and our Compensation Committee, our Board granted both time-based and performance-based RSUs, each of which represent the right to receive shares of our Class A Common Stock following the applicable vesting period. The Compensation Committee has considered the use of other forms of equity awards, including restricted stock and stock options, and ultimately determined to use RSUs given that they have a less dilutive effect than stock options and do not require the issuance of actual shares of Class A Common Stock unless and until vesting conditions are met. For 2025, the grant date value of RSUs for the Named Executive Officers as a group was initially set at approximately the 50th percentile based on market data. The Compensation Committee and our Board determined that a combination of time-based and a performance-based vesting approach was appropriate given the Company’s desire to provide our Named Executive Officers with a long-term retention-focused award that also aligns the interests of our Named Executive Officers with those of our stockholders while at the same time furthering the Company’s pay-for-performance philosophy. For 2025, one-half of the RSUs awarded to Messrs. Gusek, Stock, and Gosney vest ratably over a three-year period, and one-half vests at the end of a three-year performance period based on the Company’s performance against the ROCE Peer Group. Mr. Elliott received RSU awards with similar time and performance-based vesting conditions for 2025, except that 67% of these awards were time-based, and 33% were performance-based. Performance-based RSUs provide the Named Executive Officer the right to receive an amount ranging from 0% to 200% of the target performance-based RSUs granted based on the Company’s Comparative ROCE performance during the three-year performance period, subject to the continued employment of the Named Executive Officer through the vesting date. For the years prior to 2024, Comparative ROCE is based on Adjusted ROCE, which is equal to income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, plus interest expense and stock-based compensation expense for the year divided by the simple average of capital (debt and equity) employed at the beginning and end of each year presented. Beginning in 2024, the Adjusted ROCE calculation was changed to be equal to adjusted pre-tax net income (adding back income tax and tax receivable agreement impacts, when applicable) for the year divided by the simple average of capital (debt and equity) employed at the beginning and end of such year. After the end of the three-year performance period, the Adjusted ROCE calculations of the Company and each entity in the ROCE Peer Group will be computed for each year and then averaged for the entire three-year period. The entities in the ROCE Peer Group will be arranged (highest to lowest) by their averaged Adjusted ROCE, excluding the Company. The Company’s percentile rank will be interpolated between the entity with the next highest average Adjusted ROCE and the entity with the next lowest average Adjusted ROCE. The Company’s percentile rank will then be used to determine the payout percentage of the target performance-based RSU by using the ROCE Ranking Matrix set forth above. The chart below shows the Company’s Comparative ROCE rank for 2023, 2024, and 2025, resulting in an award payout of 200% of target for the performance-based RSUs that were awarded to Named Executive Officers in January 2023 and vest on April 1, 2026:

  34. Long-Term Incentive Compensation

    | Year | Company Adjusted ROCE Percentage | Ranking of Company Adjusted ROCE against ROCE Peer Group | | 2023 | 42.9% | 1 of 10 | | 2024 | 22.7% | 1 of 10 | | 2025 | 12.3% | 3 of 10 | | 3-year average | 26.0% | 1 of 10 |

  35. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has entered into a change in control agreement with each of Mr. Elliott and Mr. Gosney (the “Change in Control Agreements”). No such change of control agreements have been entered into with the Company’s other Named Executive Officers, as we believe the value of the vested equity interests in the Company that such officers acquired prior to the time of the IPO will provide adequate benefits in the event of a change in control transaction. Each Change in Control Agreement provides severance benefits in the event the respective Named Executive Officer’s employment is terminated without cause or such Named Executive Officer resigns for good reason within 18 months following a change in control, as described in more detail below under “Potential Payments Upon Termination or Change in Control—Change in Control Agreements.” The benefits provided to the Named Executive Officers in the Change in Control Agreements were primarily based on the recommendation of the Compensation Consultant and Peer Group median data provided at the time the Change in Control Agreements were executed. We have not entered into any other employment, severance or change in control agreements with any of our Named Executive Officers.

  36. Other Compensation Elements

    Other Compensation Elements Phased Adjustment to Total Compensation for Mr. Gusek. The Compensation Committee determined that, in connection with Mr. Gusek’s appointment as CEO following Mr. Wright’s resignation, that Mr. Gusek’s total compensation will be incrementally adjusted over a planned multiyear phase-in period to increase his compensation level from his prior role with the Company towards that of a chief executive officer in the 50th percentile of the Peer Group. Accelerated Vesting for Mr. Wright. Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy as previously disclosed in the Company’s Current Report on Form 8-K filed on November 19, 2024. Additionally, as previously disclosed in the Company’s Current Report on Form 8-K filed on January 22, 2025, the Compensation Committee, having considered that Mr. Wright was departing the Company in order to serve the country and his significant contributions towards the success of the Company during his tenure as Chief Executive Officer, approved the accelerated vesting of all unvested time-based and performance-based RSUs previously awarded to Mr. Wright pursuant to the LTIP. This accelerated vesting became effective February 3, 2025 upon Mr. Wright’s ratification and confirmation by the United States Senate as the Secretary of Energy of the United States. 401(k) Plan. We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) under which employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account under the Liberty Energy Services 401(k) Savings Plan. We provide matching contributions at a rate of $1.00 for each $1.00 of employee contribution, subject to a cap of the lower of (i) 6% of the employee’s salary and (ii) the applicable contribution limits under the Code. Pension and Nonqualified Deferred Compensation. We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. Perquisites and Other Benefits. We provide limited perquisites to our Named Executive Officers. For example, none of our Named Executive Officers receive car allowances.

  37. Other Compensation Policies

    Other Compensation Policies Anti-Hedging and Pledging Policy. Our Insider Trading Policy (the “Insider Trading Policy”) generally prohibits our directors, employees and officers from hedging and pledging of Company securities by providing that hedging or monetization transactions, whether direct or indirect, involving the Company’s securities and the pledging of Company securities as collateral are prohibited. Short term exceptions to this prohibition (such as temporary margin loans) may be granted depending on specific facts and circumstances. Any exceptions to the Insider Trading Policy for our directors and officers must be granted by our Audit Committee and will be periodically communicated to the Board. The Insider Trading Policy also prohibits transactions involving Company-based derivative securities. While the Company is not subject to the Insider Trading Policy, the Company does not trade in its securities when it is in possession of material non-public information except as may be pursuant to an appropriately adopted Rule 10b5-1 trading plan. Policies and practices related to the grant of certain equity awards close in time to the release of material non-public information. The Company does not currently grant stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. If in the future the Company determines to grant options, stock appreciation rights, or similar option-like instruments, the Company intends to establish policies or practices regarding the timing of such awards in relation to the disclosure of material non-public information, and the Board will evaluate the appropriate steps to take in relation to the foregoing. Stock Ownership Guidelines. We have implemented stock ownership guidelines for our executive officers and our directors who receive compensation from us for Board service to foster equity ownership and align interests with our stockholders. Within five years of the later of (a) the date of becoming an executive officer and (b) October 18, 2022, our Chief Executive Officer is expected to own a number of shares with a value equal to six times his base salary and all other executive officers are expected to own a number of shares with a value equal to two times their base salary. Similarly, within five years of the later of (a) the date a compensated director commences service with the Company in such position and (b) October 18, 2022, our compensated directors are expected to own a number of shares with a value equal to five times their annual Board cash retainer. Shares that are owned directly, indirectly (such as through a 401(k) plan or family trust) and shares issuable upon settlement of RSUs (including the target number of shares to be issued under performance-based units) count towards meeting these ownership requirements. In the event that an executive officer or compensated director fails to comply with these ownership guidelines following the end of the applicable transition period and subject to certain exceptions, they are expected to retain not less than 50% of the number of shares issued to him or her under our LTIP or similar future equity compensation plans, net of the number of shares applied to the payment of taxes on such awards. As of the Record Date, each of our executive officers and compensated directors was in compliance with these guidelines when taking into account the benefit of the transition period for Ms. Yake, who was recently appointed to the Board in October 2025.

  38. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our Principal Executive Officer (“PEO”), Principal Financial Officer, and other Named Executive Officers for the fiscal years ended December 31, 2025, 2024, and 2023.

  39. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($)(6) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(3) | Total ($) | | Christopher A. Wright Former Chairman of the Board & Former Chief Executive Officer(4) | 2025 | 80,481 | — | 16,630,644(7) | — | 4,829 | 16,715,954 | | | 2024 | 696,039 | 214,000 | 3,832,639 | 1,070,803 | 23,008 | 5,836,488 | | | 2023 | 638,231 | 300,000 | 3,590,569 | 1,078,500 | 20,800 | 5,628,100 | | Ron Gusek Chief Executive Officer & President(5) | 2025 | 591,282 | 179,632 | 2,943,855 | 1,057,718 | 21,000 | 4,793,487 | | | 2024 | 512,423 | 134,800 | 1,718,213 | 674,506 | 22,597 | 3,062,538 | | | 2023 | 469,462 | 189,000 | 1,609,575 | 679,455 | 20,800 | 2,968,292 | | Michael Stock Chief Financial Officer & Treasurer | 2025 | 460,916 | 127,926 | 2,309,449 | 753,260 | 21,000 | 3,672,551 | | | 2024 | 463,038 | 124,200 | 1,718,213 | 621,466 | 22,486 | 2,949,403 | | | 2023 | 424,923 | 174,000 | 1,609,575 | 625,530 | 20,800 | 2,854,828 | | R. Sean Elliott Chief Legal Officer & Corporate Secretary | 2025 | 452,704 | 99,292 | 1,559,571 | 584,656 | 21,000 | 2,717,223 | | | 2024 | 454,731 | 96,400 | 1,063,656 | 482,362 | 22,468 | 2,119,616 | | | 2023 | 416,923 | 135,000 | 996,456 | 485,325 | 20,800 | 2,054,504 | | Ryan T. Gosney Chief Accounting Officer & Vice President of Finance | 2025 | 339,846 | 90,000 | 1,270,474 | 529,943 | 21,000 | 2,251,263 | | | 2024 | 341,269 | 77,000 | 689,492 | 385,289 | 22,214 | 1,515,264 | | | 2023 | 312,692 | 105,000 | 619,062 | 377,475 | 20,800 | 1,435,029 |

  40. Summary Compensation Table

    (1)The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the portion of the annual incentive payouts related to achievement of the Company-wide performance metrics. The portion of the annual incentive payouts related to the discretionary component are reported in the “Bonus” column. (2)The amounts shown do not reflect compensation actually received by the Named Executive Officer. Rather, amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of time-based and performance-based RSU awards computed in accordance with the Federal Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 for financial statement reporting purposes by the Company with respect to RSUs. The grant date fair value of RSU awards is $18.02 for Mr. Gusek based on a February 3, 2025 date of grant and $22.17 for Messrs. Stock, Elliott, and Gosney based on a January 22, 2025 date of grant. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2025 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Performance-based RSUs are included based on the assumption that they will vest at 100% of the target award, which is based on the probable outcome of the performance conditions as of the date of grant, since actual vesting will not be determined until the end of the performance period. If the maximum amount of 200%, rather than the probable amount of target, were reported in the table with respect to the performance-based RSUs, the values associated with such performance-based RSUs would be as follows for each NEO: Mr. Gusek, $2,943,855; Mr. Stock, $2,309,449; Mr. Elliott, $1,029,309; and Mr. Gosney, $1,270,474, while values associated with time-based RSUs would remain as follows for each NEO: Mr. Gusek, $1,471,928; Mr. Stock, $1,154,724; Mr. Elliott, $1,044,916; and Mr. Gosney, $635,237. (3)For the Named Executive Officers, amounts reported in the “All Other Compensation” column for 2025 reflect discretionary matching contributions made to each Named Executive Officer pursuant to the Company’s 401(k) plan. (4)Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy as previously disclosed in the Company’s Current Report on Form 8-K filed on November 19, 2024. (5)Mr. Gusek was appointed Chief Executive Officer effective February 3, 2025 in connection with the resignation of Mr. Wright as described in the above footnote. (6)Salary for 2024 reflects an additional pay period during the year due to the timing of the bi-weekly payroll calendar. (7) The amount reported for Mr. Wright reflects the incremental fair value, calculated in accordance with FASB ASC Topic 718, arising from the modification and accelerated vesting of previously granted equity awards, as described above in the Compensation Discussion & Analysis. Under SEC disclosure rules, the incremental fair value of the modification is required to be reported in the Summary Compensation Table; however, this modification does not constitute the grant of any additional stock awards. Because the awards are reported based on their incremental fair value, the table reflects the adjustment resulting from the modification rather than a new grant. The fair value of Mr. Wright’s accelerated RSU awards is $22.67 based on a January 15, 2025 modification date. For more information concerning the Compensation Committee’s evaluation of the acceleration of these awards, see the section titled “Leadership Changes” contained in the Compensation Discussion & Analysis section above.

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information for each of our Named Executive Officers regarding plan-based awards granted during fiscal year 2025.

  42. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher A. Wright(5) | | N/A | N/A | N/A | | | | | | | | 1/15/2025 | | | | | | | 733,597 | 16,630,644 | | Ron Gusek | | 359,264 | 718,528 | 1,437,056 | | | | | | | | 2/3/2025 | | | | 40,842 | 81,683 | 163,366 | | 1,471,928 | | | 2/3/2025 | | | | | | | 81,683(3) | 1,471,928 | | Michael Stock | | 255,852 | 511,704 | 1,023,408 | | | | | | | | 1/22/2025 | | | | 26,043 | 52,085 | 104,170 | | 1,154,724 | | | 1/22/2025 | | | | | | | 52,085(3) | 1,154,724 | | R. Sean Elliott | | 198,584 | 397,168 | 794,336 | | | | | | | | 1/22/2025 | | | | 11,607 | 23,214 | 46,428 | | 514,654 | | | 1/22/2025 | | | | | | | 47,132(3) | 1,044,916 | | Ryan T. Gosney | | 180,000 | 360,000 | 720,000 | | | | | | | | 1/22/2025 | | | | 14,327 | 28,653 | 57,306 | | 635,237 | | | 1/22/2025 | | | | | | | 28,653(3) | 635,237 |

  43. Grants of Plan-Based Awards

    (1)The amounts shown in these columns reflect the potential threshold, target and maximum payouts with respect to the performance-based financial metrics approved under the 2025 annual incentive awards. The amounts reflected herein do not include amounts that may be earned with respect to the discretionary component of the 2025 annual incentive awards. (2)The amounts shown in these columns reflect the potential threshold, target and maximum number of performance-based RSUs that may be earned pursuant to awards granted to the Named Executive Officers during fiscal year 2025. (3)The amounts shown in this column reflect time-based vesting RSU awards granted to the Named Executive Officers during fiscal year 2025. (4)The amounts shown in this column do not reflect compensation actually received by the Named Executive Officer. Rather, amounts set forth herein represent the aggregate grant date fair value, with respect to Messrs. Gusek, Stock, Elliott, and Gosney, and aggregate modification date fair value with respect to Mr. Wright, of time-based and performance-based RSUs computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes in fiscal year 2025 by the Company. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2025 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The fair value of awards is $18.02 for Mr. Gusek based on a February 3, 2025 date of grant; $22.17 for Messrs. Stock, Elliott, and Gosney based on a January 22, 2025 date of grant; and $22.67 for Mr. Wright based on a January 15, 2025 date of modification. (5)Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy and therefore he was not granted any plan-based awards during fiscal year 2025; however, as discussed above, the Compensation Committee approved the accelerated vesting of his remaining unvested time-based and performance-based RSUs that had been previously awarded.

  44. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2025, which consist of time-based RSU awards and performance-based RSU awards.

  45. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) | | Christopher A. Wright(11) | N/A | N/A | N/A | N/A | | Ron Gusek | 17,153(1) | 316,644 | | | | | 33,068(2) | 610,435 | | | | | 81,683(3) | 1,507,868 | | | | | | | 102,914(6) | 1,899,792 | | | | | 99,204(7) | 1,831,306 | | | | | 163,366(9) | 3,015,736 | | Michael Stock | 17,153(1) | 316,644 | | | | | 33,068(2) | 610,435 | | | | | 52,085(4) | 961,489 | | | | | | | 102,914(6) | 1,899,792 | | | | | 99,204(7) | 1,831,306 | | | | | 104,170(8) | 1,922,978 | | R. Sean Elliott | 14,229(1) | 262,667 | | | | | 27,431(2) | 506,376 | | | | | 47,132(4) | 870,057 | | | | | | | 42,050(6) | 776,243 | | | | | 40,532(7) | 748,221 | | | | | 46,428(8) | 857,061 | | Ryan T. Gosney | 8,840(1) | 163,186 | | | | | 17,782(2) | 328,256 | | | | | 28,653(4) | 528,934 | | | | | | | 26,124(6) | 482,249 | | | | | 26,274(7) | 485,018 | | | | | 57,306(8) | 1,057,869 |

  46. Outstanding Equity Awards at Fiscal Year-End

    (1)These RSUs granted on February 8, 2023 vest on April 1, 2026, so long as the applicable Named Executive Officer remains employed through such dates. (2)These RSUs granted on January 22, 2024 vest in one-half increments on each of April 1, 2026 and April 1, 2027, so long as the applicable Named Executive Officer remains employed through such dates. (3)These RSUs granted on February 3, 2025 vest in one-third increments on each of April 1, 2026, April 1, 2027 and April 1, 2028, so long as the applicable Named Executive Officer remains employed through such dates. (4)These RSUs granted on January 22, 2025 vest in one-third increments on each of April 1, 2026, April 1, 2027 and April 1, 2028, so long as the applicable Named Executive Officer remains employed through such dates. (5)Amounts in this column reflect the value of unvested time-based RSU awards held by the Named Executive Officers, calculated based on the closing price of our Class A Common Stock on December 31, 2025 of $18.46. (6)These performance-based RSUs granted on February 8, 2023 will vest on April 1, 2026, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2025, the performance-based RSUs granted on February 8, 2023 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. (7)These performance-based RSUs granted on January 22, 2024 will vest on April 1, 2027, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2025, the performance-based RSUs granted on January 22, 2024 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. (8)These performance-based RSUs granted on January 22, 2025 will vest on April 1, 2028, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2025, the performance-based RSUs granted on January 22, 2025 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. (9)These performance-based RSUs granted on February 3, 2025 will vest on April 1, 2028, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2025, the performance-based RSUs granted on February 3, 2025 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. (10)Amounts in this column reflect the value of unvested performance-based RSU awards held by the Named Executive Officers reported in the preceding column calculated based on the closing price of our Class A Common Stock on December 31, 2025 of $18.46. (11)As discussed above, Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy. The Compensation Committee, having considered that Mr. Wright was departing the Company in order to serve the country and his significant contributions towards the success of the Company during his tenure as Chief Executive Officer, approved the accelerated vesting of all unvested time-based and performance-based RSUs previously awarded to Mr. Wright pursuant to the LTIP. This accelerated vesting became effective February 3, 2025 upon Mr. Wright’s ratification and confirmation by the United States Senate as Secretary of Energy of the United States.

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the value received by each Named Executive Officer on the vesting of time-based and performance-based RSUs during fiscal year 2025, which performance-based RSUs vested at 200% of target. None of our Named Executive Officers held stock option awards during fiscal year 2025.

  48. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Christopher A. Wright | 733,597(1) | 13,219,418(2) | | Ron Gusek | 177,583 | 2,814,691(3) | | Michael Stock | 177,583 | 2,814,691(3) | | R. Sean Elliott | 95,410 | 1,512,249(3) | | Ryan T. Gosney | 59,635 | 945,215(3) |

  49. Option Exercises and Stock Vested

    (1)As discussed above, the Compensation Committee, having considered that Mr. Wright is departing the Company in order to serve the country and his significant contributions towards the success of the Company during his tenure as Chief Executive Officer, approved the accelerated vesting of all unvested time-based and performance-based RSUs previously awarded to Mr. Wright pursuant to the LTIP. As a result, 233,025 time-based RSUs and 500,572 performance-based RSUs vested on February 3, 2025. (2)The amounts in this column reflect the value of the shares in the preceding column based on the closing price of our Class A Common Stock of $18.02 on February 3, 2025, the applicable vesting date, including the value of any shares withheld for tax withholding purposes. (3)The amounts in this column reflect the value of the shares in the preceding column based on the closing price of our Class A Common Stock of $15.85 on April 1, 2025, the applicable vesting date, including the value of any shares withheld for tax withholding purposes.

  50. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not maintain and our Named Executive Officers do not participate in any defined benefit pension plan or nonqualified deferred compensation plan.

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  52. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have adopted a non-employee director compensation program that is applicable to each of our non-employee directors. The Compensation Consultant also conducted an analysis of market-competitive total director compensation (annual retainers, meeting fees and equity awards) using our Peer Group as a comparative metric. Pursuant to this program, during 2025 each non-employee director was entitled to receive the following compensation for their service on our Board: *A cash retainer of $100,000 per year, payable quarterly in arrears; *An additional annual cash retainer of $10,000 for serving as a member of our Audit Committee or $20,000 for serving as the chairperson of our Audit Committee, in each case payable quarterly in arrears; *An additional annual cash retainer of $7,500 for serving as a member of our Compensation Committee or $15,000 for serving as the chairperson of our Compensation Committee, in each case payable quarterly in arrears; *An additional cash retainer of $5,000 for serving as a member of our Nominating and Governance Committee or $10,000 for serving as the chairperson of our Nominating and Governance Committee, in each case payable quarterly in arrears; *An additional annual cash retainer of $20,000 for serving as the Lead Director of the Board, payable quarterly in arrears; *An additional annual cash retainer of $60,000 for serving as the Non-Executive Chairman of the Board, payable quarterly in arrears; *Either: (a)annual equity-based compensation in the form of an RSU award with an aggregate grant date value of $175,000, subject to the terms of the LTIP and the award agreement pursuant to which such award is granted. The award shall be subject to a 12-month vesting period, unless otherwise determined by the Board. The annual grant is automatically made on January 2nd of each year, using the 30-day average closing price of the Company’s Class A Common Stock prior to the date of grant to determine the number of units to be granted; (b)an additional cash payment of $100,000 per year, payable quarterly in arrears; or (c)a charitable cash donation by the Company of $100,000 per year, payable quarterly in arrears, to an organization designated by the director and that is qualified under Section 501(c)(3) of the Internal Revenue Code, provided that the organization must be independent of the director and reasonably acceptable to the Compensation Committee; and *An additional annual RSU award with an aggregate grant date fair value of $75,000, on the same terms and conditions set forth in paragraph (a) above, for serving as Non-Executive Chairman. Each non-employee director is given an opportunity to elect whether they would like to receive item (a), (b) or (c) above prior to the beginning of each year. If a non-employee director joins the Board or otherwise becomes eligible for director compensation during the course of a calendar year, the director will be allowed to make such election upon joining or becoming eligible. If a non-employee director joins the Board during the course of a calendar year, the director will be entitled to receive a prorated RSU award (if so elected) for that year, which shall vest over the remaining portion of the year, unless otherwise determined by the Board. All annual cash payments, including the charitable cash contribution option if elected, shall be prorated for partial years of service or eligibility. In addition, each non-employee director is reimbursed for out-of-pocket expenses incurred in connection with attending Board and committee meetings. The table below sets forth the compensation our non-employee directors earned for their service for the fiscal year ended December 31, 2025.

  53. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Simon Ayat | 110,000(2) | 196,103 | — | 306,103 | | Ken Babcock | 107,500(2) | 196,103 | — | 303,603 | | Peter A. Dea | 120,000(2) | 196,103 | — | 316,103 | | William F. Kimble | 185,000(2) | 269,228(3) | — | 454,228 | | James R. McDonald(4) | — | — | — | — | | Arjun Murti(5) | 94,167 | 184,144 | — | 278,311 | | Gale A. Norton | 120,000(2) | 196,103 | — | 316,103 | | Audrey Robertson | 75,000 | 165,802(6) | — | 240,802 | | Cary D. Steinbeck | 117,500(2) | 196,103 | — | 313,603 | | Alice Yake(5) | 21,389 | 37,324 | — | 58,713 |

  54. DIRECTOR COMPENSATION

    (1)The amounts shown do not reflect compensation actually received by the directors. Rather, amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes in fiscal year 2025 by the Company with respect to the annual award of RSUs. RSUs accrue dividend equivalents, the value of which is factored into the grant date fair value, and are paid upon vesting of the underlying RSU. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2025 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, Messrs. Ayat, Babcock, Dea, and Steinbeck and Ms. Norton each held 9,469 unvested RSUs; Mr. Kimble held 13,527 unvested RSUs; Mr. Murti held 8,306 unvested RSUs; and Ms. Yake held 3,126 unvested RSUs. (2)Amount includes additional fees earned for serving as a Board committee chairperson or a Board committee member. (3)Amount includes additional RSUs awarded for serving as Non-Executive Chairman of the Board. (4)The Company has agreed to make up to $100,000 in charitable donations to organizations designated by Mr. McDonald in connection with his 2025 Board service. As of February 18, 2026, no donations have been designated and therefore no payments have been made by us for such 2025 Board service. (5)Amounts are prorated based on Mr. Murti joining the Board on January 22, 2025 and Ms. Yake joining the Board on October 16, 2025. (6)On August 26, 2025, in connection with Ms. Robertson’s resignation to serve the country as Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy of the United States, the Compensation Committee approved the accelerated vesting of all unvested RSUs granted to Ms. Robertson. Accordingly, the amount reported for Ms. Robertson in the Stock Awards column consists of the grant date fair value of her original annual award of RSUs and the incremental fair value attributable to the modification and accelerated vesting of that award, each calculated in accordance with FASB ASC Topic 718. This modification does not represent the grant of any additional stock awards.

  55. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Gusek, our Chief Executive Officer (our “CEO”). For 2025, our last completed fiscal year: *The total compensation of our median employee was $128,701 calculated using the same methodology used to determine pay for our CEO in the Summary Compensation Table included above; and *We had multiple non-concurrent PEOs during 2025 and, in accordance with applicable Securities and Exchange Commission regulations, we elected to calculate our CEO’s total compensation for purposes of the CEO pay ratio by annualizing the compensation of Mr. Gusek, who began serving as our CEO on February 3, 2025. The total compensation of our CEO for purposes of CEO pay ratio was $4,805,785, which differs from the amount shown in the Summary Compensation Table due to the annualization adjustment. *Based on this information, for 2025 the ratio of the total compensation of our CEO to the median employee total compensation was reasonably estimated to be 37 to 1. The pay ratio set forth above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources systems of record and the methodology described below. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we report above, as other companies may have different employment and compensation practices, different types of workforce, and operate in different countries, and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identity the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: ✓We determined that, as of December 20, 2025, our employee population excluding our CEO consisted of approximately 5,800 individuals with all of these individuals located in the United States and Canada. This population consisted of our full-time, part-time and temporary employees who received Company benefits, as we do not have seasonal workers. We selected December 20, 2025 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner, as this is the date of the last period worked during the year for which payment was made to employees in 2025. ✓We used a consistently applied compensation measure to identify our median employee by comparing the amount of compensation as reported to the Internal Revenue Service on Form W-2 for 2025 for US employees and the amount of compensation as reported to the Canadian Revenue Agency on T4 Statement of Renumeration Paid for 2025 for Canadian employees. ✓We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. We did not make any cost of living adjustments in identifying the median employee. Our median employee for 2025 had annual compensation of $114,930 set forth on such employee’s Form W-2 for 2025. ✓After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $128,701. The differences between such employee’s taxable compensation reported on Form W-2 for 2025 of $114,930 and the employee’s annual total compensation calculated pursuant to Regulation S-K include the following adjustments: (i) modification from bonuses paid during 2025 to bonuses earned during 2025, if needed, (ii) addition of contributions made by the employee and by the Company on the employee’s behalf to our 401(k) plan for 2025, if any, (iii) addition of the costs of tax deductible employee group health plan premiums and employee contributions to tax deductible flexible spending accounts, if any and (iv) subtraction of other taxable compensation including compensation for provided housing or transportation and that attributable to group term life, short-term and long-term disability benefits, if applicable.

  56. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  57. Pay Versus Performance Table for 2025

    Pay Versus Performance Table for 2025

  58. Pay Versus Performance Table for 2025

    | | Summary Compensation Table Total for PEO ($)(1) | | Compensation Actually Paid to PEO ($)(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Summary Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in Thousands) ($)(6) | Adjusted ROCE(7) | | | Company TSR ($) | Peer Group TSR ($)(5) | | | | | | | | | | Year | Wright | Gusek | Wright | Gusek | | | | | | | | 2025 | 16,715,954 | 4,793,487 | (1,857,300) | 4,854,542 | 2,880,346 | 2,521,173 | 189.17 | 181.74 | 147,872 | 8.7% | | 2024 | 5,836,488 | — | 10,045,829 | — | 2,411,705 | 3,805,434 | 199.13 | 175.55 | 316,010 | 19.6% | | 2023 | 5,628,100 | — | 9,819,996 | — | 2,328,163 | 3,919,083 | 179.01 | 198.73 | 556,317 | 42.9% | | 2022 | 5,747,485 | — | 12,201,790 | — | 2,367,374 | 4,567,954 | 155.77 | 194.99 | 399,602 | 34.0% | | 2021 | 4,611,372 | — | 3,946,524 | — | 2,028,596 | 1,738,700 | 94.08 | 120.73 | (179,244) | (10.3)% |

  59. Pay Versus Performance Table for 2025

    | (1) The dollar amounts reported reflect the total compensation shown in the “Total” column of the Summary Compensation Table for Mr. Wright (our former Chairman and Chief Executive Officer) for each of 2021, 2022, 2023, 2024 and 2025, and for Mr. Gusek for 2025. |

  60. Pay Versus Performance Table for 2025

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Wright and Mr. Gusek, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Wright or Mr. Gusek during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to Mr. Wright and Mr. Gusek’s total compensation for each year to determine the compensation actually paid to Mr. Wright and Mr. Gusek: |

  61. Pay Versus Performance Table for 2025

    | Year | | Reported Summary Compensation Table Total for PEO ($) | Deduct Fair Value of Equity Awards Reported in Summary Compensation Table ($) | Add Year-End Fair Value of Equity Awards Granted in Current Year ($) | Add (Deduct) Change in Fair Value at Year End of Unvested Equity Awards Granted in Prior Years ($) | Add (Deduct) Change in Fair Value of Equity Awards Vested in Current Year ($) | Compensation Actually Paid to PEO ($) | | 2025 | Gusek | 4,793,487 | (2,943,855) | 3,015,736 | 706,609 | (717,435) | 4,854,542 | | | Wright | 16,715,954 | (16,630,644) | — | — | (1,942,610) | (1,857,300) | | 2024 | | 5,836,488 | (3,832,639) | 4,401,339 | 2,715,100 | 925,541 | 10,045,829 | | 2023 | | 5,628,100 | (3,590,569) | 4,164,509 | 4,410,269 | (792,313) | 9,819,996 | | 2022 | | 5,747,485 | (3,406,258) | 4,405,023 | 3,612,975 | 1,842,565 | 12,201,790 | | 2021 | | 4,611,372 | (3,801,972) | 2,841,227 | 99,171 | 196,725 | 3,946,524 |

  62. Pay Versus Performance Table for 2025

    | (3) The dollar amounts reported for 2025 represent the average of the amounts reported for our NEOs as a group (excluding Mr. Wright and Mr. Gusek) in the “Total” column of the Summary Compensation Table provided above. For 2025, the non-PEO NEOs included for purposes of calculating the average amount are Messrs. Stock, Elliott and Gosney. For 2021, 2022, 2023 and 2024, the non-PEO NEOs included for the purposes of calculating the average amounts are Messrs. Stock, Gusek, Elliott and Gosney. |

  63. Pay Versus Performance Table for 2025

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Wright), as computed in accordance with Item 402(v) of SEC Regulation S-K. The NEOs (excluding Mr. Wright) included for purposes of calculating the average amounts in each applicable year are Messrs. Stock, Gusek, Elliott and Gosney. The dollar amounts reported do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Wright) during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Wright) for each year to determine the compensation actually paid: |

  64. Pay Versus Performance Table for 2025

    | Year | Reported Average Summary Compensation Table Total for Non-PEO NEOs ($) | Deduct Fair Value of Equity Awards Reported in Summary Compensation Table ($) | Add Year-End Fair Value of Equity Awards Granted in Current Year ($) | Add (Deduct) Change in Fair Value at Year End of Unvested Equity Awards Granted in Prior Years ($) | Add (Deduct) Change in Fair Value of Equity Awards Vested in Current Year ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,880,346 | (1,713,165) | 1,426,478 | 375,453 | (447,939) | 2,521,173 | | 2024 | 2,411,705 | (1,297,394) | 1,489,905 | 826,530 | 374,687 | 3,805,434 | | 2023 | 2,328,163 | (1,208,667) | 1,401,868 | 1,667,331 | (269,613) | 3,919,083 | | 2022 | 2,367,374 | (1,146,682) | 1,482,906 | 1,259,414 | 604,943 | 4,567,954 | | 2021 | 2,028,596 | (1,515,516) | 1,132,550 | 22,787 | 70,282 | 1,738,700 |

  65. Pay Versus Performance Table for 2025

    | (5) The peer group selected for each listed year consists of the OSX. We also use this peer group for purposes of the Stock Performance Graph set forth in “Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of our Annual Report on Form 10-K for the year ended December 31, 2025. |

  66. Pay Versus Performance Table for 2025

    | (6) The dollar amounts reported represent the amount of net income (loss) (in thousands) attributable to Liberty Energy Inc. in our audited consolidated financial statements for the applicable year |

  67. Pay Versus Performance Table for 2025

    | (7) For the years ended December 31, 2024 and December 31, 2025, Adjusted ROCE is equal to the Company’s income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, divided by the simple average of capital (debt and equity) employed at the beginning and end of the year. For the years ended December 31, 2021 to 2023, Adjusted ROCE is equal to the Company’s income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, plus interest expense and stock-based compensation expense for the year, divided by the simple average of capital (debt and equity) employed at the beginning and end of each year presented. We rank our Adjusted ROCE against those of the ROCE Peer Group to determine Comparative ROCE, which is used as a metric to determine a portion of annual incentive compensation and the vesting of performance-based RSU awards. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that our Adjusted ROCE is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in this table) used by us to link compensation actually paid to our NEOs for the most recently completed fiscal year, to our performance. |

  68. Analysis of Information in Pay Versus Performance Table

    Analysis of Information in Pay Versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” above, our executive compensation program includes variable components in the form of annual incentive compensation and long-term incentive awards. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the “Pay Versus Performance Table for 2025.” Moreover, we generally seek to incentivize long-term performance and, therefore, do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC regulations) for a particular year. In accordance with SEC regulations, we are providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2025.”

  69. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Gusek and Wright and the average amount of compensation actually paid to our NEOs as a group (excluding Messrs. Gusek and Wright) is generally aligned with our cumulative TSR over the five years presented in the “Pay Versus Performance Table for 2025.” The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards.

  70. Compensation Actually Paid and Cumulative TSR

    | (1) Compensation actually paid to our PEO includes amounts paid to Mr. Wright for the years ended December 31, 2021, 2022, 2023 and 2024. Compensation actually paid to our PEO for the year ended December 31, 2025 includes $4,854,542 paid to Mr. Gusek and ($1,857,300) paid to Mr. Wright. |

  71. Compensation Actually Paid and Cumulative TSR

    For each of the five years presented in the “Pay Versus Performance Table for 2025,” our cumulative TSR exceeded that of peers contained in the OSX stock index. The following table details our cumulative TSR in comparison to the OSX cumulative TSR for each of the measurement periods (determined in accordance with SEC regulations).

  72. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) As demonstrated by the following table, the amount of compensation actually paid to Messrs. Gusek and Wright and the average amount of compensation actually paid to other NEOs as a group (excluding Messrs. Gusek and Wright) is generally aligned with our net income (loss) over the five years presented in the “Pay Versus Performance Table for 2025.” While we do not use net income (loss) as a performance measure in the overall executive compensation program, the measure of net income (loss) is correlated with the measures of Pre-Tax EPS and ROCE, which we do use in setting goals for annual incentive compensation, and Comparative ROCE, which we use both in setting goals for annual incentive compensation and the vesting of performance-based RSU awards.

  73. Compensation Actually Paid and Net Income (Loss)

    | (1) Compensation actually paid to our PEO includes amounts paid to Mr. Wright for the years ended December 31, 2021, 2022, 2023 and 2024. Compensation actually paid to our PEO for the year ended December 31, 2025 includes $4,854,542 paid to Mr. Gusek and ($1,857,300) paid to Mr. Wright. |

  74. Compensation Actually Paid and Adjusted ROCE

    Compensation Actually Paid and Adjusted ROCE As demonstrated by the following table, the amount of compensation actually paid to Messrs. Gusek and Wright and the average amount of compensation actually paid to our other NEOs as a group (excluding Messrs. Gusek and Wright) is generally aligned with our Adjusted ROCE over each of the five years presented in the “Pay Versus Performance Table for 2025.”

  75. Compensation Actually Paid and Adjusted ROCE

    | (1) Compensation actually paid to our PEO includes amounts paid to Mr. Wright for the years ended December 31, 2021, 2022, 2023 and 2024. Compensation actually paid to our PEO for the year ended December 31, 2025 includes $4,854,542 paid to Mr. Gusek and ($1,857,300) paid to Mr. Wright. |