Form 8-K

8-K — MAMMOTH ENERGY SERVICES, INC.

Accession: 0001628280-26-068445

Filed: 2026-10-30

Period: 2026-10-26

CIK: 0001679268

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tusk-20261026.htm (Primary)

EX-99.1 (pr_tuskxbank7xloanagreem.htm)

GRAPHIC (pr_tuskxbank7xloanagreem001.jpg)

GRAPHIC (pr_tuskxbank7xloanagreem002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tusk-20261026.htm · Sequence: 1

tusk-20261026

0001679268FALSE00016792682026-10-262026-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2026

Mammoth Energy Services, Inc.

(Exact name of registrant as specified in its charter)

001-37917

(Commission File No.)

Delaware 32-0498321

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

14201 Caliber Drive, Suite 300

Oklahoma City, Oklahoma (405) 608-6007 73134

(Address of principal executive offices) (Registrant’s telephone number, including area code) (Zip Code)

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of The Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock TUSK The Nasdaq Stock Market LLC

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(s) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2026, Cobra Aviation Services LLC (“Cobra”) and Leopard Aviation LLC (“Leopard” and, together with Cobra, the “Borrowers”), aviation subsidiaries of Mammoth Energy Services, Inc. (“Mammoth”), entered into a Loan and Security Agreement (the “Loan Agreement”) dated October 26, 2026, with Bank7, as lender. The Loan Agreement provides for senior secured term loan commitments of up to $58.0 million, consisting of a $25.0 million Term Loan A facility and a $33.0 million Term Loan B facility, to finance or reimburse acquisitions of additional aircraft. No amounts were advanced at closing, and amounts subsequently repaid may not be reborrowed.

Term Loan B was not available at closing and may become available only upon satisfaction of additional conditions, including Bank7’s sale of a participation interest in the loans of at least $10.0 million on terms acceptable to Bank7 and the full advancement of Term Loan A.

Borrowings bear interest at a variable annual rate equal to the greater of 6.25% and the prime rate published in The Wall Street Journal plus 0.50%. Accrued interest on outstanding borrowings is payable in November and December 2026, with monthly principal and interest payments beginning in January 2027 based on a 48-month amortization period. The term loans mature on October 26, 2030 and may be prepaid without premium or penalty.

The Borrowers’ obligations are joint and several, guaranteed by Mammoth and secured by substantially all assets of the Borrowers. Proceeds from sales of collateral and specified insurance, condemnation and casualty events generally must be used to prepay the obligations, subject to certain rights to acquire replacement collateral with Bank7’s approval.

The Loan Agreement contains customary affirmative and negative covenants and events of default. Beginning December 31, 2026, Cobra must maintain a debt service coverage ratio of at least 1.25 to 1.00, and Mammoth, on a stand-alone basis, must maintain at least $25.0 million of unencumbered liquid assets as of the end of each fiscal quarter. Upon an event of default, Bank7 may terminate further advances, accelerate the obligations and exercise remedies against the collateral.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is expected to be filed as an exhibit to Mammoth’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference, as applicable.

Item 7.01 Regulation FD Disclosure.

On October 30, 2026, the Company issued a press release announcing a $58 million aviation term loan facility with Bank7, which press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference in the registration statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press Release, dated October 30, 2026, entitled "Mammoth Energy Services, Inc. Announces $58 Million Aviation Term Loan Facility with Bank7"

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MAMMOTH ENERGY SERVICES, INC.

Date: October 30, 2026 By: /s/ Mark Layton

Mark Layton

Chief Financial Officer and Secretary

EX-99.1

Filename: pr_tuskxbank7xloanagreem.htm · Sequence: 2

pr_tuskxbank7xloanagreem

1 News Release Mammoth Energy Services, Inc. Announces $58 Million Aviation Term Loan Facility with Bank7 Asset-backed financing to support continued growth of the Company’s aviation leasing platform OKLAHOMA CITY – October 30, 2026 – Mammoth Energy Services, Inc. (“Mammoth” or the “Company”) (NASDAQ: TUSK) today announced that, on October 28, 2026, its aviation subsidiaries, Cobra Aviation Services LLC and Leopard Aviation LLC, entered into a loan and security agreement with Bank7 providing for up to $58 million of senior secured term loans. The Company expects to use proceeds from the facility to fund the acquisition of additional aviation assets. The facility consists of a $25 million Term Loan A and a $33 million Term Loan B, each of which may be drawn during the 60-day period following closing. Advances under Term Loan B are subject to certain conditions. The loans bear interest at a floating rate, amortize monthly beginning in January 2027 and mature in October 2030. The facility is secured by the borrowers’ aviation assets and is guaranteed by Mammoth. No amounts were drawn at closing. Mark Layton, Mammoth’s Chief Financial Officer, stated, “This facility is an important step for our aviation platform. As of September 30, the total cost of our aviation portfolio was approximately $134.9 million, which had been funded without debt. Our aviation assets are well suited to asset-backed financing. This facility allows us to add prudent leverage and fund the next phase of fleet growth while preserving liquidity. We appreciate Bank7’s support.” About Mammoth Energy Services, Inc. Mammoth Energy Services, Inc. (NASDAQ: TUSK) is a growth-oriented company centered on an expanding aviation leasing platform. Through its rental services segment, Mammoth leases and sells aviation assets and rents heavy equipment used in construction and energy operations. The Company also provides fiber optic services to utility customers; natural sand proppant for hydraulic fracturing; workforce accommodations for projects in remote locations; and directional drilling services. For more information, please visit www.mammothenergy.com. ### Contacts: Mark Layton, CFO Mohammed Topiwala Mammoth Energy Services, Inc. Vizara Advisors - Investor Relations investors@mammothenergy.com TUSK@vizaraadvisors.com Exhibit 99.1

2 Forward-Looking Statements and Cautionary Statements All statements, other than statements of historical facts that address activities, events or developments that Mammoth expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements may be identified by words such as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “plan,” “intend,” “believe,” “estimate,” “project,” “forecast,” “target,” “continue,” “potential,” or similar expressions, and the negative thereof. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements, estimates and projections regarding the Company’s expectations, plans, objectives, strategies, business outlook, future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, plans for stock repurchases under its stock repurchase program, business trends, costs and other guidance regarding future developments. Forward-looking statements are not assurances of future performance. Forward-looking statements include, without limitation, statements regarding the expected use of proceeds of the term loans, the availability and timing of advances under the facility, and the Company's plans to acquire additional aviation assets and grow its aviation leasing platform. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for the Company’s existing operations, experience and perception of historical trends, current conditions, anticipated future developments and their effect on Mammoth, and other factors believed to be appropriate. Although management believes that the expectations and assumptions reflected in these forward- looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Forward-looking statements are subject to risks and uncertainties, many of which are beyond our control. As a result, actual outcomes and results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include, among others: • our ability to comply with the financial covenants and other terms of the loan and security agreement; • changes in interest rates and their impact on our cost of capital; • the impact of the divestiture of our subsidiaries 5 Star Electric, LLC, Higher Power Electrical, LLC, Python Equipment LLC and Aquawolf LLC, and the equipment previously used in our hydraulic fracturing business; • general economic, financial and industry conditions, including inflation, commodity price volatility and fluctuations in customer spending and capital expenditure activity; • conditions in the energy, infrastructure, aviation, rental equipment and natural sand proppant markets that affect demand for our services and products; • fluctuations in the value of our marketable securities portfolio and the impact of unrealized gains and losses on our reported financial results; • our ability to execute our business strategy, successfully integrate acquired businesses, realize anticipated acquisition benefits, grow existing operations and identify additional growth opportunities; • our ability to successfully deploy capital into aviation assets, achieve expected utilization levels and realize anticipated returns on aviation-related investments; • the availability and cost of labor, equipment, materials, replacement parts and other operational resources; • customer concentration, customer payment risks and our ability to collect outstanding receivables, including the timing and collectability of amounts owed by the Puerto Rico Electric Power Authority (“PREPA”); • the adequacy of our capital resources and liquidity; • governmental actions, regulations, permitting requirements, trade policies, tariffs and other legal or regulatory developments; • litigation, claims, investigations and other contingent liabilities; • weather events, natural disasters, acts of war, terrorism, civil unrest, cybersecurity incidents and other events beyond our control; and • the other risks and uncertainties described under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, as updated by Part II, Item 1A, “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, and in our Current Reports on Form 8-K and other filings we make with the SEC, which are available on the SEC’s website at www.sec.gov and on Mammoth’s website at www.ir.mammothenergy.com. The forward-looking statements contained in this news release speak only as of the date of this news release or, if earlier, as of the date they were made, and are based on information available to us as of that date. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, and readers are cautioned not to place undue reliance on these forward-looking statements.

GRAPHIC

Filename: pr_tuskxbank7xloanagreem001.jpg · Sequence: 6

Binary file (189555 bytes)

Download pr_tuskxbank7xloanagreem001.jpg

GRAPHIC

Filename: pr_tuskxbank7xloanagreem002.jpg · Sequence: 7

Binary file (264758 bytes)

Download pr_tuskxbank7xloanagreem002.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.3

Cover

Oct. 26, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Oct. 26, 2026

Entity Registrant Name

Mammoth Energy Services, Inc.

Entity File Number

001-37917

Entity Incorporation, State or Country Code

Entity Tax Identification Number

32-0498321

Entity Address, Address Line One

14201 Caliber Drive,

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

Oklahoma City,

Entity Address, State or Province

City Area Code

(405)

Local Phone Number

608-6007

Entity Address, Postal Zip Code

73134

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

TUSK

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0001679268

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration