What changed in this filing

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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-02-27 · 214 added, 209 removed, 1059 unchanged (29% of the section changed)

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Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

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(b) Index of Exhibits

2.1 Share Purchase Agreement, dated November 26, 2017, by and among Civeo Corporation, Noralta Lodge Ltd., Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd.

and Lance Torgerson (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on November 27, 2017).

2.2 Amending Agreement, dated March 15, 2018, among Civeo Corporation, the Torgerson Family Trust, 989677 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 2073357 Alberta Ltd., 2073358 Alberta Ltd., Lance Torgerson and Noralta Lodge Ltd.

(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on March 16, 2018) .

2.3* Asset Sale and Purchase Agreement, dated February 18, 2025, between Civeo Pty Ltd, the sellers party thereto and Graham William Cleary, as seller guarantor.

2.1 Asset Sale and Purchase Agreement, dated February 18, 2025, between Civeo Pty Ltd, the sellers party thereto and Graham William Cleary, as seller guarantor (incorporated herein by reference to Exhibit 2.3 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 27, 2025).

3.1 Notice of Articles of Civeo Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

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001-36246) filed on November 20, 2020).

3.3 Amended and Restated Articles of Civeo Corporation (incorporated herein by reference to Exhibit 3.

1 to the Current Report on Form 8 -K (File No.

001-36246) filed on Ma y 2 1, 202 4 ).

3.3 Amended and Restated Articles of Civeo Corporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-36246) filed on May 21, 2024).

4.1 Form of Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K12B (File No.

001-36246) filed on July 17, 2015).

4.2 Registration Rights, Lock-Up and Standstill Agreement, dated April 2, 2018, by and among Civeo Corporation, Torgerson Family Trust and 989677 Alberta Ltd.

(incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-36246) filed on April 2, 2018).

4.3* Description of Securities .

4.2 Description of Securities (incorporated herein by reference to Exhibit 4.3 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 27, 2025).

10.1† Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B (File No.

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001-36246) filed on April 22, 2014).

10.10† Form of Deferred Stock Agreement (Australia) (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form 10 (File No.

001-36246) filed on April 22, 2014).

10.9† Form of Deferred Stock Agreement (Canada) (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form 10 (File No.

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001-36246) filed on April 22, 2014).

10.13† Form of Phantom Unit Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.17 to the Annual Report on Form 10-K (File No.

001-36246) filed on March 13, 2015).

10.14† Executive Services Agreement, dated May 30, 2012, between Peter McCann and The Mac Services Group Pty Ltd.

(incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K12B (File No.

001-36246) filed on July 17, 2015).

10.11† Executive Agreement between Civeo Corporation and Peter McCann, dated August 17, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on August 27, 2015).

10.16† Variation to Executive Services Agreement dated May 30, 2012 between Peter McCann and Civeo Pty Ltd.

( incorporated herein by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 26, 2021).

10.17† Variation to Executive Services Agreement between Civeo Pty Ltd and Peter McCann, dated August 17, 2015 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

10.12† Variation to Executive Services Agreement dated August 17, 2015 between Peter McCann and Civeo Pty Ltd.

(incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-36246) filed on August 27, 20 15).

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001-36246) filed on October 30, 2024).

10.17 First Incremental Amendment to Third Amendment to Syndicated Facility Agreement, dated as of March 24, 2025, among Civeo Corporation, Civeo Management LLC, Civeo USA LLC and Civeo Pty Limited CAN 003 657 510, as Borrowers, the Subsidiary Guarantors of the Borrowers party thereto, Royal Bank of Canada, as administrative agent for the U.S.

Lenders and as administrative agent for the Canadian Lenders, RBC Europe Limited, as administrative agent for the Australian Lenders, and the Australian Incremental Revolving Lender (as defined therein) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on April 30, 2025 (File No.

10.18 Cooperation Agreement, dated November 25, 2025 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 28, 2025 (File No.

10.19† Form of Director Deferred Share Agreement (United States) (incorporated herein by reference to Exhibit 10.3 2 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

10.23† Form of Director Deferred Share Agreement (Canada) (incorporated herein by reference to Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

10.24† Separation, Waiver and Release Agreement dated as of March 11, 2024 by and between Civeo Corporation and Carolyn Stone (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on April 26, 2024) .

10.25† Form of Phantom Unit Agreement under the 2014 Equity Participation Plan of Civeo Corporation used for select officers (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

10.20† Form of Director Deferred Share Agreement (Canada) (incorporated herein by reference to Exhibit 10.

33 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

10.21† Form of Phantom Unit Agreement (Canada) under the 2014 Equity Participation Plan of Civeo Corporation used for select officers (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

10.22† Form of Director Restricted Stock Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

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10.24† Form of Director Deferred Share Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

19.1* Policy Prohibiting Insider Trading

21.1* L ist of Significant Subsidiaries of Civeo Corporation .

10.25† Amended and Restated Executive Agreement between Civeo Corporation and E.

Collin Gerry dated as of May 4, 2020 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on April 30, 2025).

10.26† Executive Agreement between Civeo Corporation and Barclay Brewer dated as of March 31, 2025 (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on April 30, 2025).

10.27† Executive Agreement between Civeo Canada Employees LP, Civeo Corporation and Andy Fraser dated as of March 31, 2025 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on April 30, 2025).

10.28† Form of Phantom Unit Agreement (Australia) under the 2014 Equity Participation Plan of Civeo Corporation used for select officers (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on July 29, 2025).

10.29† Form of Phantom Unit Agreement (U.S.) under the 2014 Equity Participation Plan of Civeo Corporation used for select officers (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 29, 2025).

10.30† Consulting Agreement between Civeo Canada Limited Partnership and Quantev Advisors Ltd.

dated as of January 1, 2025 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on April 30, 2025).

19.1 Policy Prohibiting Insider Trading (incorporated herein by reference to Exhibit 19.1 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 27, 2025).

21.1* List of Significant Subsidiaries of Civeo Corporation .

23.1* Consent of Ernst & Young LLP.

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Form 10-K Summary

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 27, 2025.

CIVEO CORPORATION

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MOORE Director

/s/ JEFFREY B.

SCOFIELD Director

/s/ DANIEL B.

SILVERS Director

/s/ CHARLES SZALKOWSKI Director

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Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive In come ( Loss ) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheets at December 31, 2025 and 2024

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Realizability of Deferred Tax Assets

Description of the Matter Description of the Matter As more fully described in Note 2 and Note 14 to the consolidated financial statements, at December 31, 2024, the Company had deferred tax assets related to deductible temporary differences and net loss carryforwards of $37.3 million, net of a $82.0 million valuation allowance.

Description of the Matter As more fully described in Note 2 and Note 13 to the consolidated financial statements, at December 31, 2025, the Company had deferred tax assets of $34.6 million, net of a $98.5 million valuation allowance.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Auditing management’s assessment of the realizability of its deferred tax assets was complex and involved subjectivity because the assessment process includes scheduling the use of the applicable deferred tax assets, which includes management’s judgments related to the forecasted turns of both deferred tax assets and deferred tax liabilities.

For example, we tested controls over management's scheduling of the future reversal of existing taxable temporary differences.

To test the Company’s assessment of the realizability of its deferred tax assets, our audit procedures included, among others, testing the completeness and accuracy of the Company’s scheduling of the reversal of existing temporary taxable differences.

Auditing management’s assessment of the realizability of its deferred tax assets involved subjectivity because the assessment process includes scheduling the use of the applicable deferred tax assets, which includes management’s judgments related to the forecasted future reversals of both deferred tax assets and deferred tax liabilities.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to assess the realizability of its deferred tax assets, including testing the Company’s controls over management's scheduling of the forecasted future reversals of existing deferred tax liabilities.

With the assistance of our tax specialists, we verified the appropriateness of the projected usage of tax attributes and assessed the reasonableness of the timing of the reversal of the deferred tax liabilities into taxable income.

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Houston, Texas

February 27, 2025

March 3, 2026

Report of Independent Registered Public Accounting Firm

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In our opinion, Civeo Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 3, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Houston, Texas

February 27, 2025

March 3, 2026

CIVEO CORPORATION

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Gain on sale of McClelland Lake Lodge assets, net — ( 5,744 ) ( 18,590 )

Other operating expense 898 479 74

Other operating (income) expense ( 987 ) 898 479

634,734 680,790 661,318

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Net income (loss) ( 20,076 ) ( 18,429 ) 29,730

Net income (loss) attributable to noncontrolling interest ( 1,362 ) ( 427 ) 2,333

Net loss attributable to noncontrolling interest ( 5 ) ( 1,362 ) ( 427 )

Net income (loss) attributable to Civeo Corporation $ ( 20,071 ) $ ( 17,067 ) $ 30,157

Dividends attributable to Class A preferred shares — — 1,771

Net income (loss) attributable to Civeo common shareholders $ ( 17,067 ) $ 30,157 $ 2,226

Per Share Data (see Note 6)

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Comprehensive income (loss) ( 6,288 ) ( 42,458 ) 34,262

Comprehensive income (loss) attributable to noncontrolling interest ( 1,506 ) ( 367 ) 2,151

Comprehensive loss attributable to noncontrolling interest ( 4 ) ( 1,506 ) ( 367 )

Comprehensive income (loss) attributable to Civeo Corporation $ ( 6,284 ) $ ( 40,952 ) $ 34,629

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Other current assets 2,877 1,210

Assets held for sale — 5,873

Total current assets 131,213 110,453

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December 31, 2022 $ — $ — $ 1,624,512 $ ( 930,123 ) $ ( 9,063 ) $ ( 385,187 ) $ 3,562 $ 303,701

Net income — — — 3,997 — — 2,333 6,330

Net income (loss) — — — 30,157 — — ( 427 ) 29,730

Currency translation adjustment — — — — — 4,472 60 4,532

Dividends paid — — — ( 7,423 ) — — ( 328 ) ( 7,751 )

Paid-in-kind dividends attributable to Class A preferred shares 1,706 — — ( 1,706 ) — — — —

Preferred stock repurchased ( 25,364 ) — — ( 5,189 ) — — — ( 30,553 )

Preferred stock converted to common shares ( 38,283 ) — 38,283 — — — — —

Common shares repurchases — — — ( 11,634 ) — — — ( 11,634 )

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December 31, 2023 $ — $ — $ 1,628,972 $ ( 919,023 ) $ ( 9,063 ) $ ( 380,715 ) $ 2,867 $ 323,038

Net income (loss) — — — 30,157 — — ( 427 ) 29,730

Net loss — — — ( 17,067 ) — — ( 1,362 ) ( 18,429 )

Currency translation adjustment — — — — — ( 23,885 ) ( 144 ) ( 24,029 )

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Common shares repurchases — — — ( 29,616 ) — — — ( 29,616 )

Excise tax on common shares repurchased — — — ( 592 ) — — — ( 592 )

Share-based compensation — — 2,851 — ( 1,067 ) — — 1,784

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December 31, 2025 $ — $ — $ 1,634,883 $ ( 1,058,911 ) $ ( 10,775 ) $ ( 390,813 ) $ — $ 174,384

Shares Common Shares (in thousands)

Common Shares (in thousands)

Balance, December 31, 2022 15,218

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Shares repurchased ( 564 )

Preferred shares converted to common ( 5,425 ) 1,505

Balance, December 31, 2023 14,680

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Capital expenditures ( 20,190 ) ( 26,138 ) ( 31,633 )

Payments related to acquisitions, net of cash acquired ( 72,168 ) — —

Proceeds from disposition of property, plant and equipment 2,247 11,011 16,740

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Repurchases of common shares ( 53,612 ) ( 29,616 ) ( 11,634 )

Repurchases of preferred shares — — ( 30,553 )

Other, net ( 645 ) ( 1,067 ) —

Net cash flows used in financing activities ( 65,198 ) ( 86,802 ) ( 79,656 )

Net cash flows provided by (used in) financing activities 74,719 ( 65,198 ) ( 86,802 )

Effect of exchange rate changes on cash 2,290 ( 1,487 ) 127

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Capital expenditure additions accrued at end of period $ 991 $ 609 $ 510

Non-cash financing activities:

Preferred dividends paid-in-kind $ — $ — $ 1,706

The accompanying notes are an integral part of these financial statements.

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We also manage development activities for workforce accommodation facilities, including site selection, permitting, engineering and design and manufacturing and site construction management, along with providing hospitality services once the facility is constructed.

We primarily operate in some of the world’s most active metallurgical (met) coal, oil, liquefied natural gas (LNG) and iron ore producing regions, and our customers include mining companies, major and independent oil companies, engineering companies and oilfield and mining service companies.

We primarily operate in some of the world’s most active metallurgical (met) coal, oil, iron ore and liquefied natural gas (LNG) producing regions, and our customers include mining companies, major and independent oil companies, construction, engineering companies and oilfield and mining service companies.

We operate in two principal reportable business segments – Australia and Canada.

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Property, Plant and Equipment

Property, plant and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets.

applicable, over the estimated useful lives of the assets.

Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.

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We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by assessing whether or not we have acquired inputs and processes that have the ability to create outputs.

If determined to be an asset acquisition, we account for a business acquisition under the principles described in Accounting Standards Codification 805 for Business Combinations (ASC 805), which provides a screen to determine when a set of transferred assets is not a business.

The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business.

Under the accounting for asset acquisitions, the acquisition is recorded using a cost accumulation and allocation model under which the cost of such acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed.

Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired.

Goodwill is not recognized in an asset acquisition, and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the certain identifiable assets acquired based on their relative fair values.

If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting.

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Goodwill is measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, including intangible assets, acquired.

The fair value measurement of the identified net assets requires the significant use of estimates and is based on information that was available to management at the time the purchase price allocation was prepared.

We utilize recognized valuation techniques, including the cost approach, the market approach and the income approach, to value the net assets acquired.

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The fair value of the asset groups are based on prices of similar assets, if available, or discounted future cash flows.

Our estimate of the fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the asset groups’ operations in the future.

See Note 4 – Impairment Charges for a discussion of impairment charges we recognized in 2024, 2023 and 2022 related to our long-lived assets.

Our estimate of the fair value requires us to use significant unobservable inputs, representative of Level 3 fair

value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the asset groups’ operations in the future.

See Note 4 – Impairment Charges for further information.

Goodwill and Other Intangible Assets

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In our analysis, we target a fair value that represents the value that would be placed on the reporting unit by market participants, and value the reporting unit based on historical and projected results throughout a cycle, not the value of the reporting unit based on trough or peak earnings.

The fair value of the reporting unit is estimated using a combination of (i) an analysis of trading multiples of comparable companies (Market Approach) and (ii) discounted projected cash flows (Income Approach).

The fair value of the reporting unit is estimated using a combination of an analysis of trading multiples of comparable companies (Market Approach) and discounted projected cash flows (Income Approach).

The relative weighting of each approach reflects current industry and market conditions.

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Revenues exclude taxes assessed based on revenues such as sales or value added taxes.

Cost of services includes labor, food, utility costs, cleaning supplies and other costs of operating our accommodations facilities.

Cost of services includes labor, food, utility costs, cleaning supplies and other costs of operating our accommodations assets.

Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs.

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We evaluate the credit-worthiness of our significant, new and existing customers’ financial condition and, generally, we do not require collateral from our customers.

For the years ended December 31, 2024 and 2023, each of Suncor Energy Inc.

and Fortescue Metals Group Ltd.

For the years ended December 31, 2025 and 2024, each of Fortescue Metals Group Ltd.

and Suncor Energy Inc.

accounted for more than 10 % of our revenues.

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We also grant performance share awards.

Performance share awards granted in 2024 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return (TSR) rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target.

The portion of the performance share awards tied to the 2026 EBITDA target includes a performance-based vesting requirement.

For awards granted in 2023 and 2022, awards are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

The fair value of the TSR portion of each performance share award is estimated using option-pricing models at the grant date.

The fair value of the 2026 EBITDA and cumulative operating cash flow of each performance share award is based on target achievement and the closing market price of our common shares on the date of grant and adjusted throughout the performance period based on our estimate of the most probable outcome of such performance conditions.

resulting costs for each portion of the award are recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Performance share awards granted in 2025 and 2024 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with

Civeo’s relative total shareholder return (TSR) rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2027 and 2026 EBITDA target.

For awards granted in 2023, awards are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

The grant-date fair value of the TSR portion of each performance share award is estimated using option-pricing models at the grant date.

The grant-date fair value of the 2027 and 2026 EBITDA or cumulative operating cash flow portion, as applicable, of each performance share award is based on target achievement and the closing market price of our common shares on the date of grant and adjusted throughout the performance period based on our estimate of the most probable outcome of such performance conditions.

The resulting costs for each portion of the award are recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Additionally, we grant phantom share units.

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The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Substantially all of our Canadian and U.S.

subsidiaries are guarantors under our Credit Agreement.

Substantially all of our subsidiaries are guarantors under our Credit Agreement.

See Note 10 – Debt for further discussion.

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Unless otherwise discussed, management believes that the impact of recently issued standards or other guidance updates, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.

Recent Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740):

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The amendments in this update should be applied on a prospective basis;

Retrospective application is permitted.

We are currently evaluating this ASU to determine its impact on our disclosures.

however, retrospective application is permitted.

We have adopted the income tax disclosure improvements on a prospective basis.

The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.

The following disaggregates our revenue by our two reportable segments (Australia and Canada) into major categories for the years ended December 31, 2025, 2024 and 2023 (in thousands):

2025 2024 2023

Accommodation and other services revenues $ 196,684 $ 177,834 $ 152,714

Food service and other services revenues 230,272 158,929 125,538

Accommodation and associated services revenues $ 211,761 $ 196,684 $ 177,834

Integrated services and other services revenues 248,534 230,272 158,929

Total Australia revenues 460,295 426,956 336,763

Accommodation and other services revenues $ 214,774 $ 266,926 $ 279,455

Mobile facility rental revenues 1,523 61,899 96,400

Food service and other services revenues 28,790 23,970 20,142

Accommodation and associated services revenues $ 150,651 $ 214,774 $ 266,926

Mobile facility rental and associated services revenues 1,587 1,523 61,899

Integrated services and other services revenues 26,316 28,790 23,970

Total Canada revenues 178,554 245,087 352,795

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Total revenues $ 638,849 $ 682,122 $ 700,805

Our payment terms vary by the type and location of our customer and the products or services offered.

Integrated services revenues are recognized where our clients own the accommodations and food services assets and Civeo provides the hospitality services including food service, housekeeping, janitorial, laundry, office cleaning.

Our payment terms vary by the type and location of our customer and the services offered.

The term between invoicing and when our performance obligations are satisfied is not significant.

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IMPAIRMENT CHARGES

No impairment expense was recorded during 2025.

2024 Impairment Charges

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The land was written down to its estimated fair value (less costs to sell) of $ 5.9 million.

2022 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2022, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Australia U.S.

Quarter ended December 31, 2022

Long-lived assets $ 3,808 $ 1,913 $ 5,721

Total $ 3,808 $ 1,913 $ 5,721

Quarter ended December 31, 2022 .

During the fourth quarter of 2022, we recorded impairment expense of $ 3.8 million, related to fixed assets in a village located in Western Australia.

At December 31, 2022, we identified an impairment trigger due to an expiring contract that was not renewed.

Accordingly, the assets were written down to their estimated fair value of $ 1.8 million.

In addition, we recorded impairment expense of $ 1.9 million, related to fixed assets in a lodge located in our U.S.

The lodge was written down to its estimated fair value (less costs to sell) of $ 7.7 million.

FAIR VALUE MEASUREMENTS

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We estimated the fair value of our floating-rate revolving credit facilities using significant other observable inputs, representative of a Level 2 fair value measurement, including terms and credit spreads for these loans.

In addition, the estimated fair value of our assets held for sale is based upon Level 2 fair value measurements, which include appraisals, broker price opinions and previous negotiations with third parties.

During the fourth and first quarter of 2024 and the fourth quarter of 2023 and 2022, we wrote down certain long-lived assets to fair value.

During the second quarter of 2025, we acquired accommodation assets, land and customer contracts and recorded them at fair value.

Determining the fair value of assets acquired and liabilities assumed required the exercise of judgment, which included the use of a multi-period excess earnings income approach to determine the fair value of the customer relationships.

Specifically, the fair value of the customer relationships was determined by calculating the present value of expected cash flows by applying a discount rate that represents the estimated rate that market participants would require for such intangible assets.

The expected cash flows and related discount rate are significant unobservable inputs categorized within Level 3 of the fair value hierarchy.

The cash flows employed in the valuation are based on our best estimates of future sales, earnings and cash flows after considering factors such as general market conditions, expected future customer orders, contracts with suppliers, labor costs, changes in working capital, long-term business plans and recent operating performance.

During the fourth and first quarter of 2024 and the fourth quarter of 2023, we wrote down certain long-lived assets to fair value.

During the fourth quarter of 2024, we wrote long-lived assets in Canada down to zero due to no activity.

During the first quarter of 2024, our estimate of the fair value of undeveloped land positions in Australia that were impaired

was based on appraisals from third parties.

During the fourth quarter of 2023 and 2022, our estimate of fair value of a property in the U.S.

During the first quarter of 2024, our estimate of the fair value of undeveloped land positions in Australia that were impaired was based on appraisals from third parties.

During the fourth quarter of 2023, our estimate of fair value of a property in the U.S.

was based on broker price opinions or appraisals from third parties, which referenced available market information, such as listing agreements, offers, and pending and closed sales.

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EARNINGS PER SHARE

For the years ended December 31, 2024 and 2023, we calculated our basic earnings per share by dividing net income (loss) attributable to common shareholders, before allocation of earnings to participating earnings by the weighted average number of common shares outstanding.

We calculate our basic earnings per share by dividing net income (loss) attributable to Civeo Corporation by the weighted average number of common shares outstanding.

For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.

For the year ended December 31 2022, a period during which we had participating securities in the form of Class A preferred shares, we used the two-class method to calculate basic and diluted earnings per share.

The two-class method requires a proportional share of net income to be allocated between common shares and participating securities.

The proportional share to be allocated to participating securities is determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities.

Basic earnings per share is computed under the two-class method by dividing the net income (loss) attributable to common shareholders, after allocation of earnings to participating earnings by the weighted average number of common shares outstanding during the period.

Net income attributable to common shareholders, after allocation of earnings to participating earnings represents our net income reduced by an allocation of current period earnings to participating securities as described above.

No such adjustment is made during periods with a net loss, as the adjustment would be anti-dilutive.

Diluted earnings per share is computed under the two-class method by dividing diluted net income (loss) attributable to common shareholders, after reallocation adjustment for participating securities by the weighted average number of common shares outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of share-based awards.

In addition, we calculate the potential dilutive effect of any outstanding dilutive security under both the two-class method and the “if-converted” method, and we report the more dilutive of the methods as our diluted earnings per share.

We also apply the treasury stock method with respect to certain share-based awards in the calculation of diluted earnings per share, if dilutive.

On October 30, 2022, we repurchased 3,617 Series A preferred shares from the holders for approximately $ 30.6 million.

The repurchase premium of $ 5.2 million was treated as a reduction to the numerator of net income (loss) attributable to Civeo common shareholders utilized in the calculation of earnings per share for the year ended December 31, 2022.

The calculation of earnings per share attributable to Civeo common shareholders is presented below for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share amounts):

The calculation of basic and diluted earnings per share attributable to Civeo common shareholders is presented below for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per share amounts):

2025 2024 2023

Net income (loss) attributable to Civeo common shareholders, before allocation of earnings to participating securities $ ( 17,067 ) $ 30,157 $ 2,226

premium paid for repurchase of preferred shares — — ( 5,189 )

income allocated to participating securities — — —

Net income (loss) attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities $ ( 17,067 ) $ 30,157 $ ( 2,963 )

undistributed income attributable to participating securities — — —

undistributed income reallocated to participating securities — — —

Diluted net income (loss) attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities $ ( 17,067 ) $ 30,157 $ ( 2,963 )

Basic net income (loss) attributable to Civeo Corporation $ ( 20,071 ) $ ( 17,067 ) $ 30,157

Diluted net income (loss) attributable to Civeo Corporation $ ( 20,071 ) $ ( 17,067 ) $ 30,157

Weighted average shares outstanding - basic 12,646 14,287 14,906

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(1) Computations may reflect rounding adjustments.

The following common share equivalents have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the years ended December 31, 2024, 2023 and 2022 (in millions of shares):

2024 2023 2022

Share-based awards (1)

Preferred shares — — 2,240

(1) Share-based awards for the y ear ended December 31, 2023 totaled fewer than 0.1 million shares.

Share-based awards that have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.1 million shares, 0.1 million shares and fewer than 0.1 million shares, respectively, for the years ended December 31, 2025, 2024 and 2023.

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

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December 31, 2025 December 31, 2024

Finished goods and purchased products $ 6,134 $ 5,648

Finished goods, including purchased food, housekeeping and retail inventory $ 4,486 $ 6,134

Raw materials 1,732 1,403

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December 31, 2025 December 31, 2024

Contract assets:

Current contract assets (1)

Noncurrent contract assets (1)

Total contract assets $ 4,088 $ —

Contract liabilities (Deferred revenue):

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Total contract liabilities (Deferred revenue) $ 5,811 $ 7,599

(1) Current contract assets and Noncurrent contract assets are included in "Other current assets" and "Other noncurrent assets," respectively, in our consolidated balance sheets.

(2) Current contract liabilities and Noncurrent contract liabilities are included in "Deferred revenue" and "Other noncurrent liabilities," respectively, in our consolidated balance sheets.

Contract assets consists of upfront incentives offered as consideration for entering into multi-year contracts.

These incentives are refundable to us if the customer cancels the contract prior to the end of the contracted terms.

The contract assets are amortized as a reduction of revenue over the contract term as the related services are provided.

The increase in contract assets from December 31, 2024 to December 31, 2025 was due to incentives offered to a customer in Australia during the first quarter of 2025 to enter into a six -year integrated services contract.

Deferred revenue typically consists of upfront payments received before we satisfy the associated performance obligation.

The decrease in deferred revenue from December 31, 2024 to December 31, 2025 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

ASSETS HELD FOR SALE

As of December 31, 2023, assets held for sale included certain assets in the U.S.

These assets were recorded at the estimated fair value less costs to sell, which exceeded or equaled their carry values.

In the second quarter of 2024, we sold the land at our Louisiana location for no gain.

During the third quarter of 2023, we entered into a definitive agreement to sell our McClelland Lake Lodge assets for approximately $ 36.0 million.

The related assets had no remaining carrying value.

During the year ended December 31, 2023, we recognized $ 14.2 million in dismantle costs and received $ 28.2 million in cash proceeds associated with the sale.

During the first quarter of 2024, we recognized the remaining $ 1.0 million in dismantle costs and received the remaining $ 7.8 million in cash proceeds.

The following summarizes the carrying amount as of December 31, 2024 and 2023 of the assets classified as held for sale (in thousands):

December 31, 2024 December 31, 2023

Assets held for sale:

Property, plant and equipment, net $ — $ 5,873

Total assets held for sale $ — $ 5,873

GOODWILL AND OTHER INTANGIBLE ASSETS

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We have operating and finance leases covering certain land locations and various office facilities and equipment in our two reportable business segments.

Our leases have remaining lease terms of one year to six years , some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days.

Our leases have remaining lease terms of one year to ten years , some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days.

In addition, we do not recognize right-of-use assets or lease liabilities for leases with terms shorter than twelve months.

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The components of lease expense were $ 0.9 million, $ 0.5 million and $ 0.2 million under finance leases for the years ended December 31, 2025, 2024 and 2023, respectively.

The components of short-term lease expense were $ 1.5 million, $ 1.8 million and $ 1.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in the measurement of lease liabilities, we paid $ 4.8 million and $ 0.8 million in cash related to operating leases and finance leases during the year ended December 31, 2025, respectively.

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Scheduled maturities of long-term debt as of December 31, 2025 are as follows (in thousands):

Amended Credit Agreement

As of December 31, 2023, our Syndicated Facility Agreement, (as then amended, the Credit Agreement) with Royal Bank of Canada, as Canadian administrative agent, provided for a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of one of our U.S.

subsidiaries, as borrower;

(B) a $ 155.0 million senior secured revolving credit facility in favor of Civeo, as borrower;

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.

A C 100.0 million term loan facility provided under the Credit Agreement was fully repaid on December 31, 2023.

On June 28, 2024, we entered into the second amendment to the Credit Agreement, which changed the benchmark interest rate for certain Canadian dollar-denominated loans in the Canadian Revolving Facility from Canadian Dollar Offered Rate to Adjusted Term Canadian Overnight Repo Rate Average (CORRA).

On August 8, 2024, we entered into the third amendment to the Credit Agreement (as so amended, the Amended Credit Agreement), which, among other things:

• increased the aggregate revolving loan commitments by $ 45.0 million under the Amended Credit Agreement to a maximum principal amount of $ 245.0 million, allocated as follows:

Credit Agreement

On March 24, 2025, we amended our Syndicated Facility Agreement (as amended to date, the Credit Agreement), to increase the Australian revolving commitments by $ 20.0 million to an aggregate amount of $ 55.0 million.

As of December 31, 2025, our Credit Agreement provided for a $ 265.0 million revolving credit facility scheduled to mature on August 8, 2028, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of certain of our U.S.

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subsidiaries, as borrowers (the Canadian Facility);

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower, scheduled to mature on August 8, 2028;

• added Civeo USA LLC as a Borrower under the Amended Credit Agreement with respect to the U.S.

Facility and the Canadian Facility;

• reduced the interest rate spreads above the benchmark rates by 25 basis points;

• maintained the previous max net leverage ratio and max interest covenant levels;

• provided for other technical changes and amendments.

dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50 % to 3.75 %, or a base rate plus 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to Adjusted Term CORRA (which is equal to the Term CORRA plus an adjustment of 29.547 basis points for one month terms or 32.138 basis points for three month terms) plus a margin of 2.50 % to 3.75 %, or a Canadian Prime rate plus a margin of 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA.

Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.50 % to 3.75 %, based on a ratio of our total net debt to Consolidated EBITDA.

The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

and (C) a $ 55.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.

dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50 % to 3.75 %, or a base rate plus 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to Adjusted Term Canadian Overnight Repo Rate Average (CORRA) which is equal to the Term CORRA plus a 29.547 basis point adjustment for one month terms or 32.138 basis point adjustment for three month terms, plus a margin of 2.50 % to 3.75 %, or a Canadian Prime rate plus a margin of 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

Australian dollar amounts outstanding under the Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.50 % to 3.75 %, based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

(i) indebtedness, liens and fundamental changes;

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In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00.

Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio less than 2.00 to 1.00.

Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement.

Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio no greater than 2.00 to 1.00.

Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement.

EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges.

We were in compliance with our covenants as of December 31, 2025.

Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.

The obligations under the Amended Credit Agreement are guaranteed by our significant subsidiaries.

As of December 31, 2024, we had seven lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 15.0 million to $ 45.0 million.

As of December 31, 2024, we had outstanding letters of credit of $ 0.3 million under the U.S.

Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.

The obligations under the Credit Agreement are guaranteed by our significant subsidiaries.

As of December 31, 2025, we had six lenders that were parties to the Credit Agreement, with total revolving

commitments ranging from $ 35.0 million to $ 60.0 million.

As of December 31, 2025, we had outstanding letters of credit of zero under the U.S.

facility, zero under the Australian facility and $ 0.9 million under the Canadian facility.

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Accretion of discount 1,145 1,112 1,104

New obligations 1,386 — —

Change in estimates of existing obligations 186 20 1,366

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We sponsor various defined contribution plans.

Participation in these plans is available to substantially all employees.

Participation in these plans is available to substantially all employees in each applicable jurisdiction.

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will generally have no legal or constructive obligation to pay further amounts.

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We offer a defined contribution 401(k) retirement plan to substantially all of our U.S.

Participants may contribute from 1 % to 75 % of their base and cash incentive compensation (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6 % of the participant’s compensation ( 100 % match of the first 4 % employee contribution and 50 % match on the next 2 % contribution).

Participants may contribute from 1 % to 75 % of their base and cash incentive compensation (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6 % of the participant’s eligible compensation ( 100 % match of the employee contribution up to the first 4 % of the participant's eligible compensation and 50 % match on the employee contribution up to the next 2 % of the participant's eligible compensation).

Our matching contributions vest at a rate of 40 % after two years of service and 20 % per year for each of the employee’s next three years of service and are fully vested thereafter.

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Total $ ( 4,409 ) $ ( 7,659 ) $ 6,806

Net income tax expense (benefit) $ 12,492 $ 10,633 $ 4,402

The net income tax expense (benefit) differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands):

Net income tax expense $ 13,620 $ 12,492 $ 10,633

The net income tax expense (benefit) differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2025 pursuant to the disclosure requirements of ASU 2023-09 (in thousands):

Canada Federal Statutory Tax Rate (1)

$ ( 968 ) 15.0 %

Canada Provincial Taxes

Provincial tax at statutory rate (2)

( 3,770 ) 58.0 %

Changes in Valuation Allowance 3,770 ( 58.0 ) %

Foreign Tax Effects:

Statutory tax rate difference 6,727 ( 104.0 ) %

Withholding tax credit ( 64 ) 1.0 %

United States

Statutory tax rate difference ( 154 ) 2.0 %

Nondeductible compensation 540 ( 8.0 ) %

State income tax 137 ( 2.0 ) %

Effect of cross border tax laws:

Deemed income from foreign subsidiaries 155 ( 2.0 ) %

Withholding tax 64 ( 1.0 ) %

Changes in valuation allowance 6,871 ( 106.0 ) %

Nontaxable or Nondeductible Items:

Nontaxable capital loss 259 ( 4.0 ) %

Total tax expense $ 13,620 ( 211.0 ) %

(1) Represents the Canada federal statutory rate of 15%, net of the federal tax abatement and general rate reduction.

(2) Provincial taxes in Alberta comprise the majority (more than 50%) of the taxes in this category.

The net income tax expense (benefit) differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2024 and 2023 (in thousands):

Canadian federal tax benefit at statutory rates $ ( 891 ) 15.0 % $ 6,054 15.0 %

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Depreciation ( 15,206 ) ( 22,641 )

Other ( 1,226 ) —

Operating lease right-of-use assets

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( 37,926 ) ( 40,850 )

Net deferred tax liabilities, net $ ( 3,558 ) $ ( 11,803 )

Deferred tax liabilities, net $ ( 3,318 ) $ ( 3,558 )

At December 31, 2025 and 2024, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary.

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– Federal 40,943 Does not expire

– State, tax effected 6,145 Begins to expire in 2024

– State, tax effected 5,900 Began to expire in 2024

Change in Valuation Allowance.

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Share Repurchase Programs

In 2024, 2023 and 2022, our Board authorized the repurchase of up to 5.0 % of our total common shares which were issued and outstanding, or approximately 711,000 , 742,000 and 685,000 common shares, respectively, over a twelve-month period.

The repurchase authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

We have funded, and intend to continue to fund, repurchases through cash on hand and cash generated from operations.

In 2024 and 2023, our Board authorized the repurchase of up to 5.0 % of our total common shares which were issued and outstanding, or approximately 0.7 million and 0.7 million common shares, respectively, over a twelve-month period.

In March 2025, our Board authorized an increase to the Share Repurchase Program to repurchase up to 10.0 % of our total common shares which are issued and outstanding at that date, or approximately 1.4 million common shares, and in April 2025, our Board authorized a further increase to repurchase up to 20.0 % of our total common shares which are issued and outstanding at that date, or approximately 2.7 million common shares.

The repurchase authorization allows repurchases from time to time through a variety of methods, including but not limited to open market repurchases, pursuant to a Rule 10b5-1 compliant plan, or privately negotiated transactions.

We have funded, and intend to continue to fund, repurchases through cash on hand, cash from debt incurrences and cash generated from operations.

Any common shares repurchased are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

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Dollar-value of shares repurchased $ 53,612 $ 29,616 $ 11,634

In addition to the shares repurchased pursuant to our share repurchase programs, we repurchased 374,753 common shares from a shareholder for approximately $ 10.7 million during the three months ended September 30, 2022.

Our Board declared the following quarterly dividends in 2025, 2024 and 2023.

No dividends were paid in 2022.

The dividends are eligible dividends pursuant to the Income Tax Act (Canada).

In April 2025, our Board suspended quarterly dividends on our common shares to prioritize returning capital to our shareholders through ongoing share repurchases.

Date Declared Record Date Payment Date Per Share Amount

January 31, 2025 February 24, 2025 March 17, 2025 $ 0.25

October 30, 2024 November 25, 2024 December 16, 2024 $ 0.25

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ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 23.9 million from $ 380.7 million at December 31, 2023 to $ 404.6 million at December 31, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during 2024 were primarily driven by the Australian dollar and Canadian dollar decreasing in value compared to the U.S.

Our accumulated other comprehensive loss decreased $ 13.8 million from $ 404.6 million at December 31, 2024 to $ 390.8 million at December 31, 2025, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during 2025 were primarily driven by the Australian dollar and Canadian dollar increasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 9 million and A$ 245 million, respectively, at December 31, 2025.

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Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan).

The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of restricted shares, performance share awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of share appreciation rights, awards of restricted shares, performance share awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

Approximately 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.

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We grant phantom share unit awards, which vest a third per year over a three-year period.

Each phantom share unit award is equal in value to one common share.

Each phantom share unit is equal in value to one common share.

Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date in respect of each phantom share unit then vesting.

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For the years ended December 31, 2025, 2024 and 2023, we made phantom share units cash payments of $ 6.3 million, $ 6.2 million and $ 10.4 million, respectively.

At December 31, 2024, unrecognized compensation cost related to phantom shares units was $ 6.8 million, as remeasured at December 31, 2024, which is expected to be recognized over a weighted average period of 1.8 years.

At December 31, 2025, unrecognized compensation cost related to phantom share units was $ 6.4 million, as remeasured at December 31, 2025, which is expected to be recognized over a weighted average period of 1.7 years.

The weighted average grant-date fair value per share of phantom share units granted during the years ended December 31, 2025, 2024 and 2023 was $ 21.18 , $ 23.75 and $ 31.05 , respectively.

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We grant performance share awards, which cliff vest after three years subject to attainment of applicable performance goals.

Awards granted in 2024 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target.

The portion of the performance share awards tied to the 2026 EBITDA target includes a performance-based vesting requirement.

Awards granted in 2023 and 2022 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

The grant-date fair value of the portion of the performance awards tied to 2026 EBITDA and cumulative operating cash flow is based on target achievement and the closing market price of our common shares on the date of grant.

Awards granted in 2025 and 2024 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2027 and 2026 EBITDA target.

Awards granted in 2023 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

The grant-date fair value of the portion of the performance awards tied to 2027 and 2026 EBITDA and cumulative operating cash flow is based on target achievement and the closing market price of our common shares on the date of grant.

We evaluate the probability of achieving the performance goals throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome.

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Treasury yield curve in effect for the expected term of the performance share at the time of grant.

The dividend yield on our common shares in 2024 is based on the annual divided and our valuation date stock price.

The dividend yield on our common shares was assumed to be zero for 2023 and 2022 since we did not pay dividends when the awards were granted.

The dividend yield on our common shares in 2025 and 2024 is based on the annual dividend and our valuation date stock price.

In April 2025, our Board suspended quarterly dividends after the 2025 awards were granted.

The dividend yield on our common shares was assumed to be zero for 2023 since we did not pay dividends when the awards were granted.

The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the award.

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Initial TSR 4.6 % 4.3 % 4.1 %

The following presents the changes in performance share awards outstanding and related information for our employees during the year ended December 31, 2024, 2023 and 2022:

The following presents the changes in performance share awards outstanding and related information for our employees during the years ended December 31, 2025, 2024 and 2023:

Awards Weighted

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Performance adjustment (1)

Vested ( 107,795 ) 44.76

Forfeited ( 8,487 ) 32.67

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Performance adjustment (2)

( 124,099 ) 22.51

Forfeited ( 41,599 ) 28.65

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Performance adjustment (3)

Vested ( 124,099 ) 22.51

( 64,790 ) 17.57

Forfeited ( 2,475 ) 21.87

Nonvested shares at December 31, 2025 372,691 $ 17.49

(1) Related to 2019 performance share awards that vested in 2022, which were paid out at 126 % based on Civeo's TSR rank.

(1) No performance share awards vested in 2023.

(3) Related to 2021 performance share awards that vested in 2024, which were paid out at 97 % based on Civeo's TSR rank.

(2) Related to 2021 performance share awards that vested in 2024, which were paid out at 97 %.

(3) Related to 2022 performance share awards that vested in 2025, which were paid out at 65 %.

During the years ended December 31, 2025, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 2.0 million, $ 1.8 million and $ 3.4 million, respectively.

At December 31, 2025, unrecognized compensation cost related to performance share awards was $ 2.7 million, which is expected to be recognized over a weighted average period of 1.9 years.

Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards

The following presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2024, 2023 and 2022:

Restricted Share Awards/ Deferred Share Awards

The following presents the changes in restricted share awards and deferred share awards outstanding and related information for our non-employee directors during the years ended December 31, 2025, 2024 and 2023:

Awards/Units Weighted

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Nonvested shares at December 31, 2025 61,451 $ 21.03

The weighted average grant-date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2024, 2023 and 2022 was $ 24.75 , $ 21.02 and $ 25.64 , respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2024, 2023 and 2022 was $ 1.2 million, $ 0.9 million and $ 2.1 million, respectively.

At December 31, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.4 million, which is expected to be recognized over a weighted average period of 0.4 years.

In addition, at December 31, 2024, all nonvested shares were related to non-employee directors.

The weighted average grant-date fair value per share for restricted share awards and deferred share awards granted during 2025, 2024 and 2023 was $ 21.03 , $ 24.75 and $ 21.02 , respectively.

The total fair value of restricted share awards and deferred share awards vested during 2025, 2024 and 2023 was $ 0.9 million, $ 1.2 million and $ 0.9 million, respectively.

At December 31, 2025, unrecognized compensation cost related to restricted share awards and deferred share awards was $ 0.6 million, which is expected to be recognized over a weighted average period of 0.4 years.

SUPPLEMENTAL CASH FLOW INFORMATION

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Net income taxes paid, net of refunds received:

Australia $ 33,408 $ 12,002 $ —

Other 152 272 251

Total $ 33,560 $ 12,274 $ 251

A SSET ACQUISITION

On May 6, 2025, we acquired the assets of Qantac Pty Ltd (Qantac), located in Queensland, Australia (the Qantac Acquisition) for total consideration of A$ 105 million (or approximately $ 68 million) in cash.

The Qantac Acquisition included four villages, with 1,368 rooms in Australia’s Bowen Basin and the associated accommodation assets, land and customer contracts.

As a result of the Qantac Acquisition, we expanded our existing accommodations business into the Blackwater region of the Bowen Basin, which was not previously served by our existing villages.

The Qantac Acquisition was funded with cash on hand and borrowings under the Credit Agreement.

Qantac’s operations are reported in our Australia reportable business segment.

The Qantac Acquisition was accounted for as an asset acquisition based on the principles described in ASC 805, which provides a screen to determine when a set of transferred assets is not a business.

Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired.

The purchase price was allocated to the net assets as follows (in thousands):

Consideration:

Cash $ 68,189

Direct transaction costs 4,601

Total costs of the asset acquisition $ 72,790

Other current assets $ 184

Property, plant and equipment 70,575

Intangible assets 5,999

Total assets acquired $ 76,758

Accounts payable and accrued liabilities $ 67

Deferred income taxes 3,901

Total liabilities assumed 3,968

Net assets acquired $ 72,790

SEGMENT AND RELATED INFORMATION

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2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” we have disclosed for each reportable segment the significant expense categories that are reviewed by the CODM below, and there are no additional significant expenses within the expense categories presented.

Prior to the fourth quarter of 2024, we presented segment operating income (loss) to include an allocation of corporate overhead expenses.

To better align segment operating income (loss) to the profitability measure used by our CODM, we have excluded this allocation.

Prior periods have been updated to be consistent with the presentation for the year ended December 31, 2024.

Prior to the fourth quarter of 2025, Corporate, other and eliminations selling, general and administrative expenses includes corporate information technology (IT) expenses managed on a worldwide basis that are not allocated to individual segments in Australia and Canada.

To better align segment operating income (loss) to the profitability measure used by our CODM, these shared general and administrative costs are now allocated to Australia and Canada beginning with the year ended December 31, 2025.

For the years ended December 31, 2024, and 2023, we allocated corporate IT expenses to Australia and Canada of $ 9.0 million and $ 8.8 million, respectively, to conform with the presentation for the year ended December 31, 2025.

Financial information by business segment for each of the three years ended December 31, 2025, 2024 and 2023 is summarized in the following (in thousands):

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Capital expenditures $ 21,632 $ 9,216 $ 785 $ 31,633

(1) Other operating expense (income) for each reportable segment primarily includes impairment expense and other operating expenses for the years ended December 31, 2024, 2023 and 2022.

In addition, for the years ended December 31, 2024 and 2023, Other operating expense (income) in Canada includes gain on sale of McClelland Lake Lodge assets, net.

(1) Other operating expense (income) for each reportable segment primarily includes other operating income and expenses for the years ended December 31, 2025, 2024 and 2023.

In addition, for the years ended December 31, 2024 and 2023, Other operating expense (income) included impairment expense.

For the years ended December 31, 2024 and 2023, Other operating expense (income) in Canada includes gain on sale of McClelland Lake Lodge assets, net.

(2) Other income (loss) is primarily related to interest expense, interest income and other income.

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Valuation allowance for deferred tax assets 82,905 ( 2,556 ) ( 1,767 ) 187 78,769

SUBSEQUENT EVENT

On February 18, 2025, we entered into a definitive asset purchase agreement with a private seller to acquire four villages with 1,340 rooms in Australia’s Bowen Basin and the associated long-term customer contracts.

Under the terms of the agreement, Civeo would acquire the assets and customer contracts for total cash consideration of A$ 105 million, or approximately US$ 67 million, funded with cash on hand and borrowings from its existing revolving credit facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures