Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
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.…
Filed Oct 30, 2026Accepted Oct 30, 2026, 8:09 AM EDTCIK 1679268Accession 0001628280-26-068445
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Item 1.01Item 1.01 - Entry into Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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 7.01Item 7.01 - Regulation FD Disclosure
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.