Annual report [Section 13 and 15(d), not S-K Item 405]

Discontinued Operations

v3.25.4
Discontinued Operations
 12 Months Ended
Dec. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
T&D Transaction
On April 11, 2025, Lion Power Services LLC (“Lion”), a subsidiary of the Company, entered into an Equity Interest Purchase Agreement (the “T&D Agreement”), as the seller, with Peak Utility Services Group, Inc. (“Peak”), as the buyer, pursuant to which Lion sold all equity interests in its wholly-owned subsidiaries 5 Star Electric, LLC (“5 Star”), Higher Power Electrical, LLC (“Higher Power”) and Python Equipment LLC (“Python”) (the “T&D Transaction”). These subsidiaries provided transmission, distribution and substation services and were previously included in the Company’s Infrastructure segment, as defined in Note 19. The T&D Transaction was completed simultaneously with the signing of the T&D Agreement on April 11, 2025. The aggregate sales price in connection with the T&D Transaction was approximately $108.7 million, subject to customary post-closing adjustments. Of the $108.7 million, $98.3 million was paid to Lion and the remaining $10.4 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 May 15, 2026. The T&D Agreement includes customary representations, warranties and covenants by the parties. In addition, the T&D 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.

Pressure Pumping Transaction
On June 16, 2025, Stingray Pressure Pumping LLC (“Stingray”) and Mammoth Equipment Leasing LLC (“Mammoth Equipment”), subsidiaries of the Company, entered into an Equipment Purchase Agreement (the “Pressure Pumping Agreement”), as the sellers, with MGB Manufacturing, LLC (“MGB”), as the buyer, pursuant to which Stingray and Mammoth Equipment sold all of the Company’s equipment used in its hydraulic fracturing services, which was included in the Company’s historical well completion segment, to MGB for $15.0 million (the “Pressure Pumping Transaction”) . The Pressure Pumping Transaction was completed simultaneously with the signing of the Pressure Pumping Agreement on June 16, 2025. In conjunction with the Pressure Pumping Transaction, the Company has ceased operations of its sand hauling and equipment manufacturing services, which operations primarily served Stingray and Mammoth Equipment. All assets and liabilities associated with the Company’s sand hauling and equipment manufacturing services are included in discontinued operations.

Engineering Transaction
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 “Engineering Transaction” and collectively with the Pressure Pumping Transaction and T&D Transaction, the “Transactions”)). The Engineering 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 Transactions and ceasing operations of the Company’s sand hauling and equipment manufacturing services reflect a strategic shift in the Company’s business. Therefore, the results of operations and cash flows of the services discussed above are classified as discontinued operations in the Company’s consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows for all periods presented. The related assets and liabilities associated with the discontinued operations are included in the financial statement line items labeled discontinued operations in the consolidated balance sheets as of December 31, 2025 and December 31, 2024. Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations and cash flows of the services discussed above. The discontinued operations exclude general corporate allocations.
The following table presents the major classes of assets and liabilities of discontinued operations in the Company’s consolidated balance sheets (in thousands):
T&D Transaction Pressure Pumping Transaction Engineering Transaction
December 31, December 31, December 31,
2025 2024 2025 2024 2025 2024
Carrying amounts of the major classes of assets included in discontinued operations:
Cash and cash equivalents $ —  $ —  $ 50  $ 122  $ —  $ — 
Restricted cash —  2,000  —  —  —  — 
Accounts receivable, net —  22,408  1,036  12,843  —  3,097 
Inventories —  —  264  8,271  —  — 
Other current assets —  404  168  338  —  526 
Total current assets of discontinued operations —  24,812  1,518  21,574  —  3,623 
Property, plant and equipment, net —  13,190  3,678  35,166  —  74 
Operating lease right-of-use assets —  1,202  —  494  —  768 
Goodwill —  —  —  9,214  —  — 
Other non-current assets —  75  —  —  —  — 
Total noncurrent assets of discontinued operations —  14,467  3,678  44,874  —  842 
Total assets of discontinued operations $ —  $ 39,279  $ 5,196  $ 66,448  $ —  $ 4,465 
Carrying amounts of the major classes of liabilities included in discontinued operations:
Accounts payable $ —  $ 4,673  $ 41  $ 14,346  $ —  $ 1,333 
Accrued expenses and other current liabilities —  6,621  342  784  —  972 
Current operating lease liabilities —  248  —  302  —  258 
Total current liabilities of discontinued operations —  11,542  383  15,432  —  2,563 
Long-term operating lease liabilities —  954  —  —  —  522 
Other long-term liabilities —  6,415  —  —  —  31 
Total noncurrent liabilities of discontinued operations —  7,369  —  —  —  553 
Total liabilities of discontinued operations $ —  $ 18,911  $ 383  $ 15,432  $ —  $ 3,116 
The following table presents the major components from discontinued operations in the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands):

T&D Transaction Pressure Pumping Transaction Engineering Transaction
Years Ended December 31, Years Ended December 31, Years Ended December 31,
2025 2024 2025 2024 2025 2024
Services revenue $ 29,553  $ 91,644  $ 41,916  $ 33,425  $ 14,572  $ 17,263 
COST, EXPENSES AND GAINS
Cost of revenue 26,450  76,431  43,255  38,769  11,171  13,017 
Selling, general and administrative 1,910  6,245  1,728  2,339  1,489  1,769 
Depreciation and amortization 957  2,573  5,766  10,761  20  29 
(Gains) losses on disposal of assets, net (20) (1,304) (1,233) 52  —  — 
Impairment of goodwill —  —  9,214  —  —  — 
Impairment of long-lived assets —  —  597  —  —  — 
Total cost, expenses and gains, net 29,297  83,945  59,327  51,921  12,680  14,815 
Operating income (loss) 256  7,699  (17,411) (18,496) 1,892  2,448 
OTHER (INCOME) EXPENSE
Interest expense (income), net 59  13,942  (348) 1,769  (470) (6)
Other (income) expense, net (29) 55  279  2  (58) — 
(Gain) loss on divestiture (83,747) —  24,974  —  (24,635) — 
Total other (income) expense, net (83,717) 13,997  24,905  1,771  (25,163) (6)
Income (loss) before income taxes 83,973  (6,298) (42,316) (20,267) 27,055  2,454 
Provision (benefit) for income taxes 1,617  90  (1,262) —  4  13 
Net income (loss) from discontinued operations, net of income taxes $ 82,356  $ (6,388) $ (41,054) $ (20,267) $ 27,051  $ 2,441