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MAMMOTH ENERGY SERVICES INC

For the period ended Dec 31, 2023. Filed Mar 1, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 1, 2024

TUSK$3.11+4.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

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

Commission File No.001-37917

(Exact name of registrant as specified in its charter)

Delaware32-0498321
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
14201 Caliber Drive,Suite 300
Oklahoma City,Oklahoma(405)608-600773134
(Address of principal executive offices)(Registrant’s telephone number, including area code)(Zip Code)
Securities registered pursuant to Section 12(b) of The Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockTUSKThe Nasdaq Stock Market LLC
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
Emerging growth company☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

The aggregate market value of common equity held by non-affiliates of the registrant as of June 30, 2023 was approximately $112.4 million, calculated based on the closing price of the common stock on the Nasdaq Global Select Market on that date.

As of February 28, 2024, there were 47,941,652 shares of our $0.01 par value common stock outstanding.

DOCUMENTS INCORPORATION BY REFERENCE

Portions of Mammoth Energy Services, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

TABLE OF CONTENTS

Page
Glossary of Oil and Natural Gas and Electrical Infrastructure Termsi
Cautionary Note Regarding Forward-Looking Statementsiv
PART I.1
Item 1.Business1
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments44
Item 1C.Cybersecurity45
Item 2.Properties46
Item 3.Legal Proceedings52
Item 4.Mine Safety Disclosure53
PART II.54
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities54
Item 6.[Reserved]54
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations55
Item 7A.Quantitative and Qualitative Disclosures About Market Risk75
Item 8.Financial Statements and Supplementary Data76
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76
Item 9A.Controls and Procedures76
Item 9B.Other Information79
Item 9C.Disclosure Regarding Foreign Jurisdictions the Prevent Inspections79
PART III.80
Item 10.Directors, Executive Officers and Corporate Governance80
Item 11.Executive Compensation80
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80
Item 13.Certain Relationships and Related Transactions and Director Independence80
Item 14.Principal Accountant Fees and Services80
PART IV.81
Item 15.Exhibits and Financial Statement Schedules81
SIGNATURES83
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