Liberty Energy Inc. (LBRT) completed a private offering of $525.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032. The offering was initially announced at $450.0 million and was upsized to $475.0 million, with initial purchasers exercising an option for an additional $50.0 million, bringing the total to $525.0 million. The Notes are general unsecured, senior obligations of the Company and will not bear regular interest, maturing on March 1, 2032. The initial conversion rate is 26.7094 shares of Class A Common Stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $37.44 per share. This initial conversion price represents a premium of approximately 30% over the last reported sale price of the Common Stock ($28.80) on the New York Stock Exchange on March 25, 2026. Upon conversion, Liberty will pay cash up to the aggregate principal amount and, at its election, cash, shares of Common Stock, or a combination for any remainder. The Company may redeem the Notes for cash on or after March 1, 2029, if the Class A Common Stock price meets certain thresholds (130% of conversion price for 20 of 30 trading days). Holders have the right to require the Company to repurchase their Notes upon a 'Fundamental Change' at 100% of the principal amount plus accrued special interest. Net proceeds from the offering were approximately $511.3 million after deducting discounts, commissions, and estimated expenses. Approximately $77.2 million of the net proceeds were used to fund Capped Call Transactions, with the remainder allocated for general corporate purposes. The Capped Call Transactions, with an initial cap price of approximately $72.00 per share (150% premium over $28.80 on March 25, 2026), are intended to reduce potential dilution upon conversion and/or offset cash payments in excess of the principal amount. The Notes were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, with subsequent resale to qualified institutional buyers under Rule 144A.