MAMMOTH ENERGY SERVICES, INC.

DEF 14A 1 a2025-12x31def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

ý Filed by Registrant

¨ Filed by a Party other than the Registrant

Check the appropriate box

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required

¨ Fee paid previously with written preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 25, 2026

To the Stockholders of Mammoth Energy Services, Inc.:

The Annual Meeting of Stockholders of Mammoth Energy Services, Inc. will be held on June 25, 2026 at 10:00 a.m., local time, at 14201 Caliber Drive Suite 300, Oklahoma City, OK 73134, for the following purposes:

1. To elect six directors to serve until the Company’s 2027 Annual Meeting of Stockholders;

2. To hold an advisory vote on the Company’s executive compensation;

3. To hold an advisory vote on the frequency of holding an advisory vote on the Company’s executive compensation;

4. To ratify the appointment of Carr, Riggs & Ingram, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Your vote is important. Please carefully consider the proposals and vote in one of these ways:

•Follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card to vote through the Internet or by telephone;

•If you request to receive a paper copy of our proxy materials, mark, sign, date and promptly return the proxy card in the postage-paid envelope or follow the instructions on the proxy card to vote through the Internet or by telephone; or

•Attend in person and submit a ballot at the Annual Meeting.

Only stockholders of record at the close of business on May 5, 2026 or their proxy holders may vote at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 2026. This proxy statement and the Company’s Annual Report on Form 10-K are available at www.investorvote.com/TUSK.

By Order of the Board of Directors,

/s/ Mark Layton

Chief Financial Officer and Secretary

The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on or about May 15, 2026.

PROXY STATEMENT

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