Document

On June 16, 2025, Stingray Pressure Pumping LLC (“Stingray”) and Mammoth Equipment Leasing LLC (“Mammoth Equipment”), subsidiaries of Mammoth Energy Services, Inc. (“Mammoth” or the “Company”), entered into an Equipment Purchase Agreement (the “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 business, which is included in the Company’s Well Completion segment, to MGB for $15.0 million (“Transaction A”). The Company will report the results of its hydraulic fracturing business as discontinued operations in the Company’s condensed consolidated financial statements beginning in its Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025.

As previously reported, on April 11, 2025, Lion Power Services LLC (“Lion”), a subsidiary of Mammoth, entered into an Equity Interest Purchase Agreement, as the seller, with Peak Utility Services Group, Inc., 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” and collectively with 5 Star and Higher Power, the “T&D Business”) (“Transaction B”). The information and exhibits contained in the Company’s Form 8-K filed with the Securities and Exchange Commission on April 17, 2025 are incorporated by reference into this Exhibit 99.1.

The Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been derived from the Company’s historical consolidated financial statements and give pro forma effect to Transactions A and B (the “Transactions”). The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025 reflects the Company’s financial position as if the Transactions had occurred on March 31, 2025. The adjustments in the “Transaction Accounting Adjustments” columns in the Unaudited Pro Forma Condensed Consolidated Balance Sheet give effect to the Transactions as if they had occurred as of March 31, 2025. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and each of the years ended December 31, 2024, 2023 and 2022 reflect the results of operations as if the Transactions had occurred on January 1, 2022 in that they reflect the reclassification of the Company’s hydraulic fracturing and T&D businesses as discontinued operations for all periods presented.

The Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been derived from, and should be read in conjunction with, the Company’s unaudited condensed consolidated financial statements and the notes thereto as of March 31, 2025, and for the three months ended March 31, 2025, the Company’s audited consolidated financial statements and the notes thereto as of December 31, 2024, and for the three years ended December 31, 2024, Management’s Discussion and Analysis included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The historical financial results of the hydraulic fracturing and T&D businesses will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented upon the effective date of each transaction.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented based on information currently available, subject to the assumptions and adjustments described in the accompanying notes and is not intended to represent what the Company’s condensed consolidated balance sheet and statements of operations actually would have been had the Transactions occurred on the dates indicated above. Further, the Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s financial position and results of operations for any future period and does not reflect all actions that may be undertaken by the Company following the closing of the Transactions. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements do not reflect the realization of any expected cost savings, synergies or dis-synergies as a result of the Transactions. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the time of filing. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes. The Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.



ASSETS	Historical (as reported)		Discontinued Operations (Transaction B) (a)		Transaction Accounting Adjustments (Transaction B)			Pro Forma (adjusted for Transaction B)		Discontinued Operations (Transaction A) (g)		Transaction Accounting Adjustments (Transaction A)			Pro Forma (combined)
CURRENT ASSETS	(in thousands)
Cash and cash equivalents	$	56,650	$	—	$	98,351	(b)	$	155,001	$	74	$	15,000	(h)	$	169,927
Restricted cash	21,601		2,088		10,385		(c)	29,898		—		—			29,898
Accounts receivable, net	76,312		22,704		—			53,608		14,135		—			39,473
Inventories	16,516		—		—			16,516		8,610		—			7,906
Prepaid expenses	2,018		434		—			1,584		418		—			1,166
Assets held for sale	5,844		—		—			5,844		—		—			5,844
Other current assets	7,632		—		—			7,632		—		—			7,632
Total current assets	186,573		25,226		108,736			270,083		23,237		15,000			261,846

Property, plant and equipment, net	108,382		15,527		—			92,855		30,156		—			62,699
Sand reserves, net	57,275		—		—			57,275		—		—			57,275
Operating lease right-of-use assets	5,544		1,124		—			4,420		331		—			4,089
Goodwill	9,214		—		—			9,214		7,697		—			1,517
Other non-current assets	7,366		68		—			7,298		—		—			7,298
Total assets	$	374,354	$	41,945	$	108,736		$	441,145	$	61,421	$	15,000		$	394,724

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	28,459	$	4,362	$	—		$	24,097	$	8,367	$	—		$	15,730
Accrued expenses and other current liabilities	27,946		4,829		1,122		(d)	24,239		893		775		(i)	24,121
Current operating lease liability	3,177		221		—			2,956		187		—			2,769
Income taxes payable	45,444		—		4,200		(e)	49,644		—		(616)		(j)	49,028
Total current liabilities	105,026		9,412		5,322			100,936		9,447		159			91,648

Deferred income tax liabilities	2,987		—		(183)		(e)	2,804		—		(723)		(j)	2,081
Long-term operating lease liability	2,220		903		—			1,317		—		—			1,317
Asset retirement obligation	4,269		—		—			4,269		—		—			4,269
Other long-term liabilities	7,341		7,159		—			182		—		—			182
Total liabilities	121,843		17,474		5,139			109,508		9,447		(564)			99,497

COMMITMENTS AND CONTINGENCIES

EQUITY
Equity:
Common stock, $0.01 par value	481		—		—			481		—		—			481
Additional paid in capital	540,642		—		—			540,642		—		—			540,642
Accumulated deficit	(284,180)		24,471		103,597		(f)	(205,054)		51,974		15,564		(k)	(241,464)
Accumulated other comprehensive loss	(4,432)		—		—			(4,432)		—		—			(4,432)
Total equity	252,511		24,471		103,597			331,637		51,974		15,564			295,227
Total liabilities and equity	$	374,354	$	41,945	$	108,736		$	441,145	$	61,421	$	15,000		$	394,724


	Historical (as reported)		Discontinued Operations (Transaction B) (a)		Pro Forma (adjusted for Transaction B)		Discontinued Operations (Transaction A) (g)		Pro Forma (combined)
	(in thousands, except per share amounts)
REVENUE
Services revenue	$	55,649	$	26,050	$	29,599	$	20,868	$	8,731
Services revenue - related parties	78		—		78		—		78
Product revenue	6,738		—		6,738		—		6,738
Total revenue	62,465		26,050		36,415		20,868		15,547

COST, EXPENSES AND GAINS
Services cost of revenue	47,478		21,547		25,931		14,387		11,544
Services cost of revenue - related parties	96		—		96		—		96
Product cost of revenue	5,818		—		5,818		—		5,818
Selling, general and administrative	6,541		1,607		4,934		473		4,461
Depreciation, depletion, amortization and accretion	6,041		861		5,180		3,058		2,122
Gains on disposal of assets, net	(4,018)		(165)		(3,853)		(75)		(3,778)
Total cost, expenses and gains	61,956		23,850		38,106		17,843		20,263
Operating income (loss)	509		2,200		(1,691)		3,025		(4,716)

OTHER INCOME (EXPENSE)
Interest income (expense and financing charges), net	153		(56)		209		75		134

Other expense, net	(339)		(5)		(334)		(1)		(333)
Total other (expense) income	(186)		(61)		(125)		74		(199)
Income (loss) before income taxes	323		2,139		(1,816)		3,099		(4,915)
Provision for income taxes	860		1		859		—		859
Net (loss) income	$	(537)	$	2,138	$	(2,675)	$	3,099	$	(5,774)





Net loss per share (basic and diluted)	$	(0.01)							$	(0.12)
Weighted average number of shares outstanding (basic and diluted)	48,150								48,150


	Pro Forma (adjusted for Transaction B)		Discontinued Operations (Transaction A) (g)		Pro Forma (combined)
	(in thousands, except per share amounts)
REVENUE
Services revenue	$	74,685	$	33,199	$	41,486
Services revenue - related parties	1,548		—		1,548
Product revenue	19,026		—		19,026
Total revenue	95,259		33,199		62,060

COST, EXPENSES AND GAINS
Services cost of revenue	75,045		30,256		44,789
Services cost of revenue - related parties	366		—		366
Product cost of revenue	18,911		—		18,911
Selling, general and administrative	118,386		1,514		116,872
Depreciation, depletion, amortization and accretion	22,506		10,521		11,985
(Gains) losses on disposal of assets, net	(3,431)		52		(3,483)
Total cost, expenses and gains	231,783		42,343		189,440
Operating loss	(136,524)		(9,144)		(127,380)

OTHER INCOME (EXPENSE)
Interest expense and financing charges, net	(6,556)		(1,302)		(5,254)
Interest expense and financing charges, net - related parties	(4,707)		—		(4,707)
Other expense, net	(64,566)		(1)		(64,565)
Total other expense	(75,829)		(1,303)		(74,526)
Loss before income taxes	(212,353)		(10,447)		(201,906)
Benefit for income taxes	(11,294)		—		(11,294)
Net loss	$	(201,059)	$	(10,447)	$	(190,612)





Net loss per share (basic and diluted)	$	(4.18)			$	(3.97)
Weighted average number of shares outstanding (basic and diluted)	48,065				48,065


	Pro Forma (adjusted for Transaction B)		Discontinued Operations (Transaction A) (g)		Pro Forma (combined)
	(in thousands, except per share amounts)
REVENUE
Services revenue	$	173,586	$	126,590	$	46,996
Services revenue - related parties	980		—		980
Product revenue	39,285		—		39,285
Total revenue	213,851		126,590		87,261

COST, EXPENSES AND GAINS
Services cost of revenue	142,137		85,114		57,023
Services cost of revenue - related parties	475		—		475
Product cost of revenue	27,489		—		27,489
Selling, general and administrative	31,593		2,396		29,197
Depreciation, depletion, amortization and accretion	36,801		14,444		22,357
Gains on disposal of assets, net	(5,674)		(52)		(5,622)
Impairment of goodwill	1,810		—		1,810
Total cost, expenses and gains	234,631		101,902		132,729
Operating (loss) income	(20,780)		24,688		(45,468)

OTHER INCOME (EXPENSE)
Interest expense and financing charges, net	(11,562)		(1,565)		(9,997)
Interest expense and financing charges, net - related parties	(1,241)		—		(1,241)
Other income, net	42,845		—		42,845
Total other income (expense)	30,042		(1,565)		31,607
Income (loss) before income taxes	9,262		23,123		(13,861)
Provision for income taxes	12,199		—		12,199
Net (loss) income	$	(2,937)	$	23,123	$	(26,060)





Net loss per share (basic and diluted)	$	(0.06)			$	(0.55)
Weighted average number of shares outstanding (basic and diluted)	47,777				47,777


	Pro Forma (adjusted for Transaction B)		Discontinued Operations (Transaction A) (g)		Pro Forma (combined)
	(in thousands, except per share amounts)
REVENUE
Services revenue	$	212,327	$	164,937	$	47,390
Services revenue - related parties	1,133		—		1,133
Product revenue	48,985		—		48,985
Total revenue	262,445		164,937		97,508

COST, EXPENSES AND GAINS
Services cost of revenue	159,601		96,449		63,152
Services cost of revenue - related parties	541		—		541
Product cost of revenue	36,723		—		36,723
Selling, general and administrative	34,160		2,884		31,276
Depreciation, depletion, amortization and accretion	48,146		17,682		30,464
Gains on disposal of assets, net	(3,474)		(70)		(3,404)
Total cost, expenses and gains	275,697		116,945		158,752
Operating (loss) income	(13,252)		47,992		(61,244)

OTHER INCOME (EXPENSE)
Interest expense and financing charges, net	(8,122)		(1,277)		(6,845)
Other income, net	40,922		350		40,572
Total other income (expense)	32,800		(927)		33,727
Income (loss) before income taxes	19,548		47,065		(27,517)
Provision for income taxes	13,575		—		13,575
Net income (loss)	$	5,973	$	47,065	$	(41,092)





Net income (loss) per share (basic)	$	0.13			$	(0.87)
Net income (loss) per share (diluted)	$	0.13			$	(0.87)
Weighted average number of shares outstanding (basic)	47,175				47,175
Weighted average number of shares outstanding (diluted)	47,748				47,175

(a) Reflects the discontinued operations of the T&D Business, including associated assets, liabilities, equity and results of operations. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the amounts exclude general corporate overhead costs which were historically allocated, but did not specifically relate to the T&D business, as they did not meet the discontinued operations criteria. Such allocations included labor and non-labor expenses related to the Company’s corporate support functions (e.g., executive, information technology, human resources, legal, accounting, among others) that historically provided support to the T&D Business.

(f) Reflects an estimated gain of $79.1 million related to Transaction B based on the estimate of $108.7 million of consideration less transaction costs of $1.1 million, net income tax liabilities of $4.0 million and the T&D net assets as of March 31, 2025 of $24.5 million. The actual gain recorded upon close may be subject to change and will be based on amounts as of the close date. Since the Unaudited Pro Forma Condensed Consolidated Statements of Operations only include continuing operations, the estimated gain on sale is not included in any period presented.

(g) Reflects the discontinued operations of the hydraulic fracturing business, including associated assets, liabilities, equity and results of operations. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the amounts exclude general corporate overhead costs which were historically allocated, but did not specifically relate to the hydraulic fracturing business, as they did not meet the discontinued operations criteria. Such allocations included labor and non-labor expenses related to the Company’s corporate support functions (e.g., executive, information technology, human resources, legal, accounting, among others) that historically provided support to the hydraulic fracturing business.

(k) Reflects an estimated loss of $36.5 million related to Transaction A based on consideration of $15.0 million of consideration less transaction costs of $0.8 million, net income tax benefit of $1.3 million and the hydraulic fracturing net assets as of March 31, 2025 of $52.0 million. The actual loss recorded upon close may be subject to change and will be based on amounts as of the close date. Since the Unaudited Pro Forma Condensed Consolidated Statements of Operations only include continuing operations, the estimated loss on sale is not included in any period presented.