Mammoth Energy Services Files 8-K on Agreements and Acquisitions

Ticker: TUSK · Form: 8-K · Filed: Dec 4, 2025 · CIK: 1679268

Mammoth Energy Services, Inc. 8-K Filing Summary
FieldDetail
CompanyMammoth Energy Services, Inc. (TUSK)
Form Type8-K
Filed DateDec 4, 2025
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$30.0 million, $30.0 m, $23.5 million, $2.5 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, acquisition, disposition, regulation-fd

TL;DR

MMS files 8-K: Material agreement, acquisition/disposition, Reg FD, and exhibits filed Dec 2, 2025.

AI Summary

On December 2, 2025, Mammoth Energy Services, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes information on the completion of an acquisition or disposition of assets, and Regulation FD disclosures. Financial statements and exhibits are also part of this filing.

Why It Matters

This 8-K filing indicates significant corporate activity for Mammoth Energy Services, Inc., potentially impacting its business operations, financial structure, and investor outlook.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events like M&A or material agreements, which can introduce volatility and uncertainty.

Key Players & Entities

  • MAMMOTH ENERGY SERVICES, INC. (company) — Registrant
  • December 2, 2025 (date) — Date of earliest event reported
  • 14201 Caliber Drive, Suite 300 Oklahoma City, Oklahoma 73134 (address) — Principal executive offices

FAQ

What specific material definitive agreement was entered into by Mammoth Energy Services, Inc. on or before December 2, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What type of acquisition or disposition of assets was completed by Mammoth Energy Services, Inc. as reported in this 8-K?

The filing states the completion of an acquisition or disposition of assets, but the nature and details of the transaction are not specified in the provided text.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, preventing selective disclosure.

What are the key exhibits included with this 8-K filing?

The filing mentions that financial statements and exhibits are included, but the specific list or content of these exhibits is not detailed in the provided text.

What is the primary business of Mammoth Energy Services, Inc. based on its SIC code?

Mammoth Energy Services, Inc. is classified under SIC code 1389, which corresponds to Oil, Gas Field Services.

Filing Stats: 1,079 words · 4 min read · ~4 pages · Grade level 12.2 · Accepted 2025-12-04 16:08:40

Key Financial Figures

  • $30.0 million — s Infrastructure segment, to Qualus for $30.0 million (the "Transaction"). The Transaction wa
  • $30.0 m — with the Transaction was approximately $30.0 million, subject to customary post-closin
  • $23.5 million — saction expenses. Of the $30.0 million, $23.5 million was paid to MEP and $2.5 million was de
  • $2.5 million — lion, $23.5 million was paid to MEP and $2.5 million was deposited into an escrow account fo

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Agreement On December 2, 2025, Mammoth Energy Partners LLC ("MEP"), a subsidiary of Mammoth Energy Services, Inc. ("Mammoth" or the "Company"), entered into an Equity Purchase Agreement (the "Agreement"), as the seller, with Qualus, LLC ("Qualus"), as the buyer, and Aquawolf LLC ("Aquawolf"), MEP's wholly-owned subsidiary and the subject of the sale, as a party to the Agreement. Pursuant to the Agreement, MEP sold all equity interests in Aquawolf, which was included in the Company's Infrastructure segment, to Qualus for $30.0 million (the "Transaction"). The Transaction was completed simultaneously with the signing of the Agreement on December 2, 2025. The aggregate sales price in connection with the Transaction was approximately $30.0 million, subject to customary post-closing adjustments, including reductions for closing indebtedness, working capital shortfall, and transaction expenses. Of the $30.0 million, $23.5 million was paid to MEP and $2.5 million was deposited into an escrow account for the purposes of funding post-closing adjustments for at least ninety days and indemnified liabilities until at least December 1, 2026. The Agreement includes customary representations, warranties and covenants by the parties. In addition, the Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party, subject to customary thresholds and caps on liability. The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Revolving Credit Agreement Consent In conjunction with the transaction described above, the Company entered into a consent and release agreement with Fifth Third Bank, National Association ("Fifth Third"), in which Fifth Third

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01. Item7.01 Regulation FD Disclosure. On December 2, 2025, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Unaudited Pro Forma Condensed Consolidated Financial Statements As previously disclosed in the Company's Current Report on Form 8-K filed on April 17, 2025 and June 20, 2025, the Company completed the sale of its infrastructure services subsidiaries (the "T&D Transaction") and the sale of all of its hydraulic fracturing equipment and related assets (the "Pressure Pumping Transaction"), respectively. These prior transactions combined with ceasing operations of the Company's trucking and equipment manufacturing services, both of which were associated with pressure pumping and included within the Well Completion segment, reflect a strategic shift in the Company's operations and were classified as discontinued operations in the Company's financial statements, as reported in the Company's Quarterly Report on Form 10-Q for the periods ended June 30, 2025 and September 30, 2025. The following Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company reflecting (i) the transaction described in Item 1.01 of this Current Report on Form 8-K (ii) the previously disclosed T&D Transaction and Pressure Pumping Transaction and (iii) ceasing operations of the Company's trucking and equipment manufacturing services are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 9.01 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025; Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and years ended December 31, 2024 and 2023; and Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements. (d) Exhibits Exhibit Number Description 10.1* Equity Purchase Agreement, dated as of December 2, 2025, by and among Aquawolf LLC, Mammoth Energy Partners LLC, Qualus LLC, and Mammoth Energy Services, Inc. 99. 1 Press release dated December 2, 2025 99 .2 Ma

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