11-K 1 lbrt202311-k.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-38081
___________________________________________________________________________________________________
A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:
Liberty Oilfield Services 401(k) Savings Plan
B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Liberty Energy Inc.
950 17th Street, Suite 2400
Denver, Colorado 80202

 
___________________________________________________________________________________________________
 



TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm


To the Investment Committee, Plan Administrator and Plan Participants
Liberty Oilfield Services 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Liberty Oilfield Services 401(k) Savings Plan (the “Plan”) as of December 31, 2023 and 2022; the related statement of changes in net assets available for benefits for the year ended December 31, 2023; and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2023 and 2022 and the changes in its net assets for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Plante & Moran, PLLC
We have served as the Plan’s auditor since 2014.
Southfield, Michigan
June 28, 2024

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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN

Statements of Net Assets Available for Benefits
December 31,
Assets20232022
Investments, at fair value
Liberty Energy Inc. common stock fund$1,727,196 $1,327,602 
Common/collective trusts178,858,547 113,155,922 
Mutual funds50,150,281 34,565,869 
Pooled separate account916,838 678,144 
Total investments, at fair value231,652,862 149,727,537 
Receivables
Participant notes receivable13,202,950 6,821,761 
Employer contribution311,637 425,350 
Employee contribution— 864 
Total receivables13,514,587 7,247,975 
Net assets available for benefits$245,167,449 $156,975,512 
See Notes to Financial Statements

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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits
Year Ended December 31,
Additions to net assets2023
Investment income
Net appreciation in fair value of investments$32,676,011 
Interest and dividend income843,516 
Total investment income33,519,527 
Interest on participant notes receivable682,009 
Contributions
Employer32,340,036 
Employee37,763,583 
Rollover3,762,133 
Total contributions73,865,752 
Total additions to net assets, net108,067,288 
Deductions from net assets
Benefits paid to participants19,587,752 
Administrative fees287,599 
Total deductions from net assets19,875,351 
Net increase
$88,191,937 
Net assets available for benefits
Beginning of year$156,975,512 
End of year$245,167,449 
See Notes to Financial Statements

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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 2023
Note 1—Description of the Plan and Significant Accounting Policies
The following description of Liberty Oilfield Services 401(k) Savings Plan (the “Plan”) provides only general information. Participants and all others should refer to the Plan document for a more complete description of the Plan’s provisions.
General    
The Plan is a defined contribution plan established January 15, 2013, as amended. The Plan is available to all employees age 18 years or older upon hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
An Investment Committee comprised of officers and employees of Liberty Oilfield Services LLC (the “Company”) administers the Plan. Principal Trust Company (“Principal”) serves as the third-party administrator, recordkeeper, custodian, and trustee; manages Plan assets; and maintains the Plan’s records. Principal offers Plan participants a variety of investment options through various funds in accordance with provisions of the service and trust agreements with the Company. Individual accounts are invested in the various investment options at the direction of the participants.
Basis of Presentation    
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Contributions    
Participants may make before-tax or Roth contributions up to 100% of their annual eligible compensation, as limited by the Internal Revenue Service (“IRS”), which is adjusted annually by the Secretary of the Treasury for inflation. This maximum percentage may be reduced by the Plan administrator in certain circumstances. Eligible employees who have reached age 50 during the Plan year may elect to make catch-up contributions, as limited by the IRS. The Plan also permits rollover contributions from other qualified retirement plans. Employee contributions to the Plan are made through regular payroll deductions.
The Company makes discretionary matching contributions of 100% of elective deferrals up to 6% of annual eligible compensation. Matching contributions are funded each pay period. The Company has the right to designate all or a portion of the matching contributions as qualified. To the extent matching contributions are so designated, they are non-forfeitable and may not be withdrawn from the Plan prior to separation from service or attainment of age 59½. Discretionary matching contributions made by the Company totaled $32,340,036 for the year ended December 31, 2023.
Once eligibility requirements are met, employees are automatically enrolled in the Plan, and 6% of each employee’s annual eligible compensation is automatically withheld and contributed to the Plan unless the employee makes another election.
The Company may make discretionary or profit-sharing contributions. There were no other discretionary or profit-sharing contributions made for the year ended December 31, 2023.
Participants’ Accounts    
Each participant’s account is credited or debited with the participant’s contributions and withdrawals, as applicable, and an allocation of the Company’s contributions, Plan earnings or losses and Plan expenses. Allocations are based upon Plan earnings or losses and account balances, as defined by the Plan. The benefit to which a participant is entitled is the vested portion of the participant’s account.
Vesting        
Participants are vested immediately in their contributions, qualified employer contributions, employer discretionary matching contributions, and employer profit-sharing contributions plus actual earnings, less losses thereon.
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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 2023
Participant Notes Receivable    
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Participants may have a maximum of one loan outstanding at any given time. The notes receivable are secured by the balances in the participants’ accounts and bear interest at The Wall Street Journal prime rate plus 1.00%, which is commensurate with local prevailing rates as determined quarterly by the Plan administrator at loan origination. Notes receivable have a maximum term of five years, unless such loan is for the purchase of the participant’s primary residence, in which case the repayment period may not exceed thirty years from the date of the loan origination. Principal and interest are paid ratably through payroll deductions. Participant notes receivable are recorded in the financial statements at amortized cost (which represents unpaid principal plus accrued interest). Upon termination of a participant from employment, the participant’s loan shall continue to be payable in accordance with the provisions of the participant’s loan or be due in full.
Payment of Benefits    
Upon death, disability, retirement, or termination of service, a participant may receive a lump sum payment in the amount equal to the participant’s vested account balance within a reasonable period of time after termination of employment upon election by the participant. Accounts with balances less than $5,000 may be immediately distributed upon a distribution event. If the participant’s total vested balance is greater than $5,000, the participant may elect not to receive a distribution until required by law to receive required minimum distributions. The Plan allows hardship withdrawals in the event of undue financial hardship. Such withdrawal is limited to the participants’ pre-tax or Roth elective deferral contributions and earnings thereon. Benefits are recorded as distributions to participants when paid.
Valuation of Investments and Income Recognition    
Investments are recorded at fair value as reported to the Plan by the trustee. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 for discussion of fair value measurements.

The net realized and unrealized investment gain or loss (net appreciation or depreciation in fair value of investments) is reflected on the accompanying statement of changes in net assets available for benefits and is determined as the difference between fair value at the beginning of the year (or date purchased if during the year) and selling price (if sold during the year) or year-end fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is recognized on the accrual basis. Dividends are recognized on the ex-dividend date.
Use of Estimates    
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes in net assets available for benefits and disclosures. Accordingly, actual results could differ from those estimates.
Risks, Uncertainties, and Concentrations    
The Plan provides for various investments that, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported on the statements of net assets available for benefits.
Additionally, some investments held by Principal are invested in the securities of foreign companies, which involve special risks and considerations not typically associated with investing in companies in the United States of America. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.
Note 2—Fair Value Accounting    
Generally accepted accounting principles require disclosure about how fair value is determined and establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 2023
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1:    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2:    Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3:    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis.

As of December 31, 2023:
DescriptionLevel 1Level 2Level 3Total
Mutual funds$50,150,281 $— $— $50,150,281 
Common stock1,727,196 — — 1,727,196 
Total51,877,477 — — 51,877,477 
Investments measured at net asset value*$179,775,385 
Total investments at fair value$231,652,862 
As of December 31, 2022:
   Description
   Level 1
   Level 2
   Level 3
   Total
Mutual funds$34,565,869 $— $— $34,565,869 
Common stock1,327,602 — — 1,327,602 
Total35,893,471 — — 35,893,471 
Investments measured at net asset value*
$113,834,066 
Total investments at fair value
$149,727,537 
*Investments measured at net asset value (“NAV”) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation to total investments at fair value.
The valuation technique used to measure the fair value of the mutual funds and common stock was based on quoted prices in active markets for identical assets that the Plan has the ability to access at the measurement date (market approach).
There were no changes to the valuation techniques used during the period.
Reported Net Asset Values
The Plan’s investments in a pooled separate account and common/collective trusts had a value of $179,775,385 and $113,834,066 as of December 31, 2023 and 2022, respectively, determined based upon the NAV of the underlying assets and securities, the majority of which have observable Level 1 pricing inputs, including publicly quoted prices and quoted prices for similar assets in active or non-active markets (market approach). The NAV is used as a practical expedient to approximate fair value. The NAV investments have no unfunded commitments, can be redeemed daily, and have daily redemption notice periods.
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LIBERTY OILFIELD SERVICES 401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 2023
Note 3—Income Taxes    
The Plan did not obtain a plan-specific determination letter, as it operates under the opinion letter issued to Principal Life Insurance Company, which was issued on the basic Plan document dated June 30, 2020. The Plan has been subsequently amended. The Plan administrator believes that the Plan continues to be operated and administered in compliance with the applicable requirements of the Internal Revenue Code.
Generally accepted accounting principles require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 4—Administration of the Plan    
The Company provides, at no cost to the Plan, certain administrative, accounting, and legal services to the Plan and also pays the cost of certain outside services for the Plan.
Note 5—Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. If the Plan is terminated for any reason, all participants become 100% vested, and the Plan administrator is to distribute each participant’s interest to the participant or the participant’s beneficiary.
Note 6—Related Party and Party-in-Interest Transactions    
Certain Plan investments are managed by Principal. Principal is the asset trustee, as defined by the Plan; therefore, these transactions qualify as party-in-interest and are exempt from the prohibited transaction rules. In addition, the Plan provides for notes to participants, which are also party-in-interest transactions that are exempt from the prohibited transaction rules.
The Plan holds shares of Liberty Energy Inc. Common Stock. At December 31, 2023 and 2022, the Plan held 95,215 and 82,923 shares, respectively, of Liberty Energy Inc. Common Stock with a fair value of $1,727,196 and $1,327,602, respectively. For the year ended December 31, 2023, 66,506 shares of Liberty Energy Inc. Common Stock were purchased for $1,015,614 and 54,214 shares were sold for $877,590.
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SUPPLEMENTAL SCHEDULE

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Schedule H, Part IV, Line 4i ‑ Schedule of Assets (Held at End of Year)
As of December 31, 2023

Employer Identification Number ‑ 45-3073116
Plan Number ‑ 001
(a)
   (b) Identity of Issue, Borrower, Lessor, or Similar Party
   (c) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value
   (e) Current Value
      
Mutual funds
      Fidelity
500 Index
$10,532,849 
      Fidelity
Large-Cap Growth Index
9,546,203 
      T. Rowe Price
New Horizons
3,252,384 
      HartfordInternational Opportunities3,101,648 
      FidelityMid-Cap Index2,815,767 
      Goldman SachsFinancial Square Treasury Solutions2,688,609 
      VanguardSmall-Cap Value Index1,971,881 
      FidelitySmall-Cap Index1,936,005 
      VanguardWellington1,849,290 
      MFSValue1,780,981 
      FidelityEnergy1,721,811 
      VanguardShort-Term Federal1,606,104 
      MassMutual
Mid-Cap Growth Institutional
1,542,508 
      American FundsNew World1,500,179 
      VictorySycamore Established Value1,198,313 
      VictoryCore Plus Intermediate Bond1,134,178 
      American CenturyInflation-Adjusted Bond756,046 
      PGIMHigh Yield706,155 
      American FundsU.S. Government Securities509,370 
Total mutual funds$50,150,281 
      
Common/collective investment trusts
   * Principal
Target 2050 Fund
$38,248,889 
   * Principal
Target 2055 Fund
35,315,357 
   * Principal
Target 2045 Fund
27,833,500 
   * Principal
Target 2040 Fund
20,903,470 
   * PrincipalTarget 2060 Fund19,721,682 
   * PrincipalTarget 2035 Fund16,776,763 
   * PrincipalTarget 2030 Fund8,681,132 
   * Principal
Target 2065 Fund
5,092,167 
   * Principal
Target 2025 Fund
3,885,705 
   * Principal
Target 2020 Fund
829,954 
   * PrincipalIncome Fund694,721 
   * PrincipalTarget 2015 Fund636,592 
   * PrincipalTarget 2070 Fund238,615 
Total common/collective investment trusts
$178,858,547 


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(Continued from the previous page)
      
Pooled separate account
   * Principal
Real Estate Securities Separate Account
$916,838 
Total pooled separate account
916,838 
   
Common stock
   * Liberty Energy Inc.Liberty Energy Inc.1,727,196 
Total common stock
1,727,196 
   *
Participant notes receivable
Participant notes receivable, interest rate of 4.25% to 9.50%, collateralized by participants’ vested account balances13,202,950 
$244,855,812 
* Party-in-interest
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INDEX TO EXHIBITS
Exhibit
No.		Description
23.1
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 LIBERTY OILFIELD SERVICES 401(k) Savings Plan
Date:June 28, 2024By:/s/ Michael Stock
 Michael Stock
 Chief Financial Officer of Liberty Oilfield Services LLC and Member of Investment Committee
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