Liberty Energy agreed to sell $475.0 million aggregate principal of 0.00% convertible senior notes due March 1, 2032, with an initial purchaser option for an additional $50.0 million within 13 days of issuance. The sale is expected to close on or about March 30, 2026, subject to customary closing conditions.

The notes carry an initial conversion rate of 26.7094 shares per $1,000 principal amount, equivalent to a conversion price of approximately $37.44 per share, representing a 30% premium over the $28.80 last sale price. Holders may convert the notes prior to December 1, 2031 upon meeting certain conditions, and at any time thereafter until two business days before maturity.

Net proceeds are estimated at $462.5 million (or $511.3 million if the option is exercised), after discounts and expenses. Liberty will allocate approximately $69.8 million to capped call transactions to mitigate dilution, with the remainder directed to general corporate purposes.

Liberty may redeem the notes for cash on or after March 1, 2029 if its Class A shares trade at least 130% of the conversion price for 20 of 30 consecutive trading days, at a redemption price equal to 100% of principal plus accrued special interest. In the event of a fundamental change, holders may require repurchase at 100% of principal plus accrued special interest.