HOUSTON, February 11, 2026 – Baker Botts L.L.P., a leading international energy, technology, and life sciences law firm, represented the initial purchasers in a $770 million private offering of convertible senior notes by Liberty Energy Inc. (NYSE: LBRT) (“Liberty”). Baker Botts also represented various counterparties in related capped call transactions with Liberty, totaling approximately $109 million.

Liberty closed the offering of $770 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 on February 6, 2026. The offer and sale were made to eligible purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes are general unsecured, senior obligations of Liberty and will mature on March 1, 2031, unless earlier converted, redeemed or repurchased. 

In connection with the offering, Liberty entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of Liberty’s Class A Common Stock initially underlying the notes and are intended to reduce potential dilution upon conversion of any convertible note and offset associated cash payments, subject to a cap.

Liberty used approximately $109.3 million of the net proceeds from the offering to fund the capped call transactions and intends to use the remaining proceeds to repay indebtedness outstanding under its revolving credit facility and for general corporate purposes.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as joint bookrunners and representatives of the initial purchasers. 

Baker Botts Lawyers/Offices Involved:

Corporate: Eileen Boyce (Partner; Houston); Michael Mazidi (Senior Associate; Houston); Blake Vick (Associate; Houston); Akash Kurupassery (Associate; Houston)

Finance/Derivatives: Evan Koster (Partner; New York); Ignacio Beheran (Associate; New York)

Tax: Michael Bresson (Partner; Houston); Jared Meier (Senior Associate; Houston) 

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