What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-01 · 165 added, 63 removed, 433 unchanged (34% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue $ 180,017 $ 162,694 $ 352,684 $ 306,738

8 unchanged sentences

Interest income 52 75 90 101

Other income (expense) ( 61 ) 347

Loss before income taxes ( 662 ) ( 6,762 )

Other income 120 119 59 466

Income (loss) before income taxes 1,008 295 346 ( 6,467 )

Income tax expense ( 3,525 ) ( 3,606 ) ( 6,666 ) ( 6,694 )

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 2,517 ) $ ( 3,311 ) $ ( 6,320 ) $ ( 13,161 )

1 unchanged sentence

Foreign currency translation adjustment, net of zero taxes

586 10,935 5,481 12,028

Total other comprehensive income, net of taxes 586 10,935 5,481 12,028

6 unchanged sentences

(In Thousands, Excluding Share Amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

50 unchanged sentences

Shareholders’

Balance, March 31, 2025 $ — $ 1,632,420 $ ( 997,400 ) $ ( 10,775 ) $ ( 403,507 ) $ — $ 220,738

Net income (loss) — — ( 3,314 ) — — 3 ( 3,311 )

Currency translation adjustment — — — — 10,934 1 10,935

Dividends paid — — — — — ( 4 ) ( 4 )

Common shares repurchased — — ( 19,140 ) — — — ( 19,140 )

Excise tax on common shares repurchased — — ( 382 ) — — — ( 382 )

Share-based compensation — 602 — — — — 602

Balance, June 30, 2025 $ — $ 1,633,022 $ ( 1,020,236 ) $ ( 10,775 ) $ ( 392,573 ) $ — $ 209,438

Balance, March 31, 2026 $ — $ 1,635,135 $ ( 1,077,359 ) $ ( 11,112 ) $ ( 385,918 ) $ — $ 160,746

Net income (loss) — — ( 2,521 ) — — 4 ( 2,517 )

Currency translation adjustment — — — — 586 — 586

Dividends paid — — — — — ( 4 ) ( 4 )

Share-based compensation — 598 — — — — 598

Balance, June 30, 2026 $ — $ 1,635,733 $ ( 1,079,880 ) $ ( 11,112 ) $ ( 385,332 ) $ — $ 159,409

Balance, December 31, 2024 $ — $ 1,631,823 $ ( 980,720 ) $ ( 10,130 ) $ ( 404,600 ) $ 625 $ 236,998

5 unchanged sentences

Share-based compensation — 1,199 — ( 645 ) — — 554

Balance, March 31, 2025 $ — $ 1,632,420 $ ( 997,400 ) $ ( 10,775 ) $ ( 403,507 ) $ — $ 220,738

Balance, June 30, 2025 $ — $ 1,633,022 $ ( 1,020,236 ) $ ( 10,775 ) $ ( 392,573 ) $ — $ 209,438

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

5 unchanged sentences

Share-based compensation — 850 — ( 337 ) — — 513

Balance, March 31, 2026 $ — $ 1,635,135 $ ( 1,077,359 ) $ ( 11,112 ) $ ( 385,918 ) $ — $ 160,746

Balance, June 30, 2026 $ — $ 1,635,733 $ ( 1,079,880 ) $ ( 11,112 ) $ ( 385,332 ) $ — $ 159,409

Balance, December 31, 2025 11,434

1 unchanged sentence

Common shares repurchased ( 511 )

Balance, March 31, 2026 10,943

Balance, June 30, 2026 10,997

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

2 unchanged sentences

(In Thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net loss $ ( 6,320 ) $ ( 13,161 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 33,635 34,080

10 unchanged sentences

Other current and noncurrent assets and liabilities, net ( 3,815 ) ( 8,248 )

Net cash flows used in operating activities ( 9,744 ) ( 8,445 )

Net cash flows provided by (used in) operating activities 1,896 ( 10,758 )

Cash flows from investing activities:

Capital expenditures ( 7,846 ) ( 9,769 )

Payments related to acquisitions — ( 64,948 )

Proceeds from dispositions of property, plant and equipment 1,215 273

41 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Accommodation and associated services revenues $ 57,373 $ 52,682 $ 113,179 $ 99,505

10 unchanged sentences

We do not have significant financing components or significant payment terms.

As of March 31, 2026, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

As of June 30, 2026, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):

1 unchanged sentence

2026 2027 2028 Thereafter Total

Revenue expected to be recognized as of March 31, 2026 $ 148,174 $ 153,135 $ 88,062 $ 200,676 $ 590,047

Revenue expected to be recognized as of June 30, 2026 $ 94,178 $ 150,530 $ 88,004 $ 197,511 $ 530,223

We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less.

4 unchanged sentences

We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.

As of March 31, 2026 and December 31, 2025, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

As of June 30, 2026 and December 31, 2025, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

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.

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.

Determining the fair value of assets acquired and liabilities assumed required the exercise of judgment, which

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

included the use of a multi-period excess earnings income approach to determine the fair value of the customer relationships.

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

1 unchanged sentence

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at March 31, 2026 and December 31, 2025 is presented below (in thousands):

March 31, 2026 December 31, 2025

Additional information regarding selected balance sheet accounts at June 30, 2026 and December 31, 2025 is presented below (in thousands):

June 30, 2026 December 31, 2025

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 109,487 $ 90,470

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Finished goods, including purchased food, housekeeping and retail inventory $ 4,744 $ 4,486

1 unchanged sentence

Total inventories $ 6,633 $ 6,218

(in years) March 31, 2026 December 31, 2025

(in years) June 30, 2026 December 31, 2025

Property, plant and equipment, net:

12 unchanged sentences

FINANCIAL STATEMENTS

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities $ 32,328 $ 30,837

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Contract assets:

13 unchanged sentences

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, 2025 to March 31, 2026 was due to incentives provided to a customer in Australia, beginning in the first quarter of 2025, in connection with entering into a six-year integrated services contract.

The increase in contract assets from December 31, 2025 to June 30, 2026 was due to incentives provided to a customer in Australia, beginning in the first quarter of 2025, in connection with entering 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, 2025 to March 31, 2026 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

The decrease in deferred revenue from December 31, 2025 to June 30, 2026 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

CIVEO CORPORATION

32 unchanged sentences

The calculation of basic and diluted earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Basic net loss attributable to Civeo Corporation $ ( 2,521 ) $ ( 3,314 ) $ ( 6,329 ) $ ( 13,156 )

8 unchanged sentences

(1) Computations may reflect rounding adjustments.

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 and 0.1 million shares, respectively, for the three months ended March 31, 2026 and 2025.

Share-based awards that have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.2 million shares and 0.1 million shares, respectively, for the three months ended June 30, 2026 and 2025.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

June 30, 2026 December 31, 2025

revolving credit facility;

weighted average interest rate of 8.9 % for the three month period ended March 31, 2026

weighted average interest rate of 8.9 % for the six month period ended June 30, 2026

Canadian revolving credit facility;

weighted average interest rate of 5.9 % for the three month period ended March 31, 2026

weighted average interest rate of 5.9 % for the six month period ended June 30, 2026

147,777 132,787

Australian revolving credit facility;

weighted average interest rate of 6.9 % for the three month period ended March 31, 2026

weighted average interest rate of 7.2 % for the six month period ended June 30, 2026

51,818 50,055

32 unchanged sentences

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 March 31, 2026.

We were in compliance with our covenants as of June 30, 2026.

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 material subsidiaries.

As of March 31, 2026, we had six lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 37.5 million to $ 60.0 million.

As of March 31, 2026, we had outstanding letters of credit of zero under the U.S.

As of June 30, 2026, we had six lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 37.5 million to $ 52.5 million.

As of June 30, 2026, we had outstanding letters of credit of zero under the U.S.

facility, zero under the Australian facility and $ 0.8 million under the Canadian facility.

6 unchanged sentences

Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

As of March 31, 2026 and 2025, Canada and the U.S.

As of June 30, 2026 and 2025, Canada and the U.S.

were considered loss jurisdictions for tax accounting purposes and were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Our income tax expense for the three months ended March 31, 2026 totaled $ 3.1 million, or ( 474.5 )% of pretax loss, compared to income tax expense of $ 3.1 million, or ( 45.7 )% of pretax loss, for the three months ended March 31, 2025.

Our effective tax rate for the three months ended March 31, 2026 and 2025 was impacted by Canada and the U.S.

Our income tax expense for the three months ended June 30, 2026 totaled $ 3.5 million, or 349.7 % of pretax income, compared to income tax expense of $ 3.6 million, or 1222.4 % of pretax income, for the three months ended June 30, 2025.

Our effective tax rate for the three months ended June 30, 2026 and 2025 was impacted by Canada and the U.S.

being considered loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Our income tax expense for the six months ended June 30, 2026 totaled $ 6.7 million, or 1926.6 % of pretax income, compared to income tax expense of $ 6.7 million, or ( 103.5 )% of pretax loss, for the six months ended June 30, 2025.

Our effective tax rate for the six months ended June 30, 2026 and 2025 was impacted by Canada and the U.S.

being considered loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss decreased $ 4.9 million from $ 390.8 million at December 31, 2025 to $ 385.9 million at March 31, 2026, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the three months of 2026 were primarily driven by the Australian dollar increasing in value compared to the U.S.

dollar and the Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Australian dollar functional currency net assets totaled approximately A$ 245 million and our Canadian dollar functional currency net liabilities totaled approximately C$ 20 million at March 31, 2026.

Our accumulated other comprehensive loss decreased $ 5.5 million from $ 390.8 million at December 31, 2025 to $ 385.3 million at June 30, 2026, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

the six months of 2026 were primarily driven by the Australian dollar increasing in value compared to the U.S.

dollar and the Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Australian dollar functional currency net assets totaled approximately A$ 249 million and our Canadian dollar functional currency net liabilities totaled approximately C$ 18 million at June 30, 2026.

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

7 unchanged sentences

The following table summarizes our common share repurchases for the periods presented (in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Dollar-value of shares repurchased $ — $ 19,140 $ 14,353 $ 22,474

1 unchanged sentence

Average price paid per share $ — $ 21.64 $ 28.06 $ 21.65

In April 2025, after the completion of our first quarter 2025 dividend, our Board suspended quarterly dividends on our common shares to prioritize returning capital to our shareholders through ongoing share repurchases.

In connection with the issuance of our 4.50 % Convertible Senior Notes due 2031, we repurchased 660,297 common shares for a total of approximately $ 22.3 million.

See Note 14 - Subsequent Event for further discussion.

SHARE-BASED COMPENSATION

7 unchanged sentences

Phantom share units are settled in cash upon vesting.

During the three months ended March 31, 2026 and 2025, we recognized compensation expense associated with phantom share units totaling $ 2.4 million and $ 1.8 million, respectively.

At March 31, 2026, unrecognized compensation cost related to phantom share units was $ 10.4 million, as remeasured at March 31, 2026, which is expected to be recognized over a weighted average period of 2.2 years.

Performance Share Awards.

On March 5, 2026, we granted 144,433 performance share awards under the Civeo Plan, which cliff vest after three years subject to attainment of applicable performance goals.

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

During the three months ended June 30, 2026 and 2025, we recognized compensation expense associated with phantom share units totaling $ 2.2 million and $ 1.5 million, respectively.

During the six months ended June 30, 2026 and 2025, we recognized compensation expense associated with phantom share units totaling $ 4.6 million and $ 3.3 million, respectively.

At June 30, 2026, unrecognized compensation cost related to phantom share units was $ 11.9 million, as remeasured at June 30, 2026, which is expected to be recognized over a weighted average period of 2.0 years.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

Civeo’s relative total shareholder return 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 2028 EBITDA target.

Performance Share Awards.

On March 5, 2026, we granted 144,433 performance share awards under the Civeo Plan, which cliff vest after three years subject to attainment of applicable performance goals.

These awards 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 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 2028 EBITDA target.

The portion of the performance share awards tied to the 2028 EBITDA target includes a performance-based vesting requirement.

1 unchanged sentence

No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.

During the three months ended March 31, 2026 and 2025, we recognized compensation expense associated with performance share awards totaling $ 0.1 million and $ 0.3 million, respectively.

The total fair value of performance share awards that vested during the three months ended March 31, 2026 and 2025 was $ 0.9 million and $ 1.7 million, respectively.

At March 31, 2026, unrecognized compensation cost related to performance share awards was $ 4.8 million, which is expected to be recognized over a weighted average period of 2.2 years.

During the three months ended June 30, 2026 and 2025, we recognized compensation expense associated with performance share awards totaling $ 0.3 million and $ 0.3 million, respectively.

During the six months ended June 30, 2026 and 2025, we recognized compensation expense associated with performance share awards totaling $ 0.2 million and $ 0.7 million, respectively.

No performance share awards vested during the three months ended June 30, 2026 and 2025.

The total fair value of performance share awards that vested during the six months ended June 30, 2026 and 2025 was $ 0.9 million and $ 1.7 million, respectively.

At June 30, 2026, unrecognized compensation cost related to performance share awards was $ 2.3 million, which is expected to be recognized over a weighted average period of 2.2 years.

Restricted Share Awards / Deferred Share Awards.

Compensation expense associated with restricted share awards and deferred share awards recognized in the three months ended March 31, 2026 and 2025 totaled $ 0.4 million and $ 0.3 million, respectively.

The total fair value of restricted share awards and deferred share awards that vested during the three months ended March 31, 2026 and 2025 was zero .

At March 31, 2026, unrecognized compensation cost related to restricted share awards and deferred share awards was $ 0.2 million, which is expected to be recognized over a weighted average period of 0.1 years.

On May 27, 2026, we granted 30,224 restricted share and deferred share awards to our non-employee directors, which vest in their entirety in May 2027.

Compensation expense associated with restricted share awards and deferred share awards recognized in the three months ended June 30, 2026 and 2025 totaled $ 0.3 million and $ 0.3 million, respectively.

Compensation expense associated with restricted share awards and deferred share awards recognized in the six months ended June 30, 2026 and 2025 totaled $ 0.7 million and $ 0.5 million, respectively.

The total fair value of restricted share awards and deferred share awards that vested during the three months ended June 30, 2026 and 2025 was $ 2.2 million and $ 0.9 million, respectively.

The total fair value of restricted share awards and deferred share awards that vested during the six months ended June 30, 2026 and 2025 was $ 2.2 million and $ 0.9 million, respectively.

At June 30, 2026, unrecognized compensation cost related to restricted share awards and deferred share awards was $ 0.9 million, which is expected to be recognized over a weighted average period of 0.9 years.

CIVEO CORPORATION

8 unchanged sentences

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 three months ended March 31, 2025, we allocated corporate IT expenses to Australia and Canada of $ 2.0 million to conform with the presentation for the three months ended March 31, 2026.

Financial information by business segment for each of the three months ended March 31, 2026 and 2025 is summarized in the following table (in thousands):

Three Months Ended March 31, 2026 Australia Canada Corporate, other and eliminations Total

For the three and six months ended June 30, 2025, we allocated corporate IT expenses to Australia and Canada of $ 2.0 million and $ 4.0 million to conform with the presentation for the three and six months ended June 30, 2026.

Financial information by business segment for each of the three and six months ended June 30, 2026 and 2025 is summarized in the following table (in thousands):

Three Months Ended June 30, 2026 Australia Canada Corporate, other and eliminations Total

Revenues $ 125,446 $ 54,571 $ — $ 180,017

8 unchanged sentences

Other loss (2)

Loss before income taxes $ ( 662 )

Income before income taxes $ 1,008

Capital expenditures $ 2,252 $ 1,101 $ 360 $ 3,713

3 unchanged sentences

FINANCIAL STATEMENTS

Three Months Ended March 31, 2025 Australia Canada Corporate, other and eliminations Total

Three Months Ended June 30, 2025 Australia Canada Corporate, other and eliminations Total

Revenues $ 112,672 $ 50,022 $ — $ 162,694

3 unchanged sentences

Depreciation and amortization expense 9,050 8,751 26 17,827

Other operating expense (1)

Other operating expense (income) (1)

( 144 ) 21 189 66

2 unchanged sentences

Other loss (2)

Income before income taxes $ 295

Capital expenditures $ 3,451 $ 1,047 $ — $ 4,498

Total assets $ 276,623 $ 681,264 $ ( 449,048 ) $ 508,839

Six Months Ended June 30, 2026 Australia Canada Corporate, other and eliminations Total

Revenues $ 248,464 $ 104,220 $ — $ 352,684

Cost of sales and services 186,582 84,285 250 271,117

Revenues less cost of sales and services 61,882 19,935 ( 250 ) 81,567

Selling, general and administrative expenses 17,961 10,899 11,614 40,474

Depreciation and amortization expense 18,030 15,564 41 33,635

Other operating expense (income) (1)

( 425 ) ( 470 ) 138 ( 757 )

Operating income (loss) 26,316 ( 6,058 ) ( 12,043 ) 8,215

Reconciliation to income (loss) before income taxes

Other loss (2)

Income before income taxes $ 346

Capital expenditures $ 4,122 $ 1,918 $ 1,806 $ 7,846

Total assets $ 182,821 $ 284,697 $ 20,337 $ 487,855

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Six Months Ended June 30, 2025 Australia Canada Corporate, other and eliminations Total

Revenues $ 216,318 $ 90,420 $ — $ 306,738

Cost of sales and services 159,197 76,682 267 236,146

Revenues less cost of sales and services 57,121 13,738 ( 267 ) 70,592

Selling, general and administrative expenses 15,966 9,571 13,118 38,655

Depreciation and amortization expense 16,854 17,171 55 34,080

Other operating expense (income) (1)

( 69 ) 82 560 573

Operating income (loss) 24,370 ( 13,086 ) ( 14,000 ) ( 2,716 )

Reconciliation to income (loss) before income taxes

Other loss (2)

Loss before income taxes $ ( 6,467 )

1 unchanged sentence

Total assets $ 276,623 $ 681,264 $ ( 449,048 ) $ 508,839

(1) Other operating expense (income) for each reportable segment primarily includes other operating income and expenses for the three months ended March 31, 2026 and 2025.

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

(1) Other operating expense (income) for each reportable segment primarily includes other operating income and expenses for the three and six months ended June 30, 2026 and 2025.

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

SUBSEQUENT EVENT

On April 23, 2026, we amended our Credit Agreement.

See Note 7 - Debt for further information.

On July 7, 2026, we issued $ 100.0 million in aggregate principal amount of 4.50 % Convertible Senior Notes due 2031 (the Firm Notes) in a private unregistered offering.

On July 14, 2026 we issued an additional $ 15.0 million in aggregate principal amount of 4.50 % Convertible Senior Notes due 2031 (together with the Firm Notes, the Convertible Notes) pursuant to the exercise in full by the initial purchasers of their option to purchase additional notes.

The Convertible Notes bear interest at a rate of 4.50 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027.

The Convertible Notes will mature on August 1, 2031, unless earlier repurchased or redeemed by us or converted pursuant to their terms.

In connection with the issuance of the Convertible Notes, we entered into an indenture (the Indenture) with U.S.

Bank Trust Company, National Association, as trustee.

We received approximately $ 110.8 million in net proceeds, of which approximately $ 22.3 million was used to repurchase 660,297 of our common shares.

We used the remainder of the net proceeds from the offering to repay outstanding borrowings under our Amended Credit Agreement.

We may not redeem the Convertible Notes prior to August 1, 2029, except in the event of a tax redemption or a cleanup redemption as described below.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after August 1, 2029 and on or before the 60th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Convertible Notes are freely tradable as of the date we send the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the first interest payment date occurring on or before the date we send such notice;

and (ii) the last reported sale price per common share exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send such redemption notice;

and (2) the trading day immediately before the date we send such notice (an Optional Redemption).

However, we may not redeem less than all of the outstanding Convertible Notes unless at least $ 50.0 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice.

In addition, the Convertible Notes will be redeemable, in whole and not in part, at our option if (i) certain changes in tax law occur (a Tax Redemption);

or (ii) the principal amount of the Convertible Notes outstanding is less than 10 % of the aggregate principal amount of Convertible Notes initially issued (a Cleanup Redemption), in each case, subject to certain conditions.

The redemption price for any Optional Redemption, Tax Redemption or Cleanup Redemption will be 100 % of the principal amount of the

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the relevant redemption date.

No sinking fund is provided for the Convertible Notes.

Prior to the close of business on the business day immediately preceding May 1, 2031, holders of the Convertible Notes may convert their Convertible Notes at their option only in the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price per common share exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any 10 consecutive trading day period (the measurement period) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per common share on such trading day and the conversion rate on such trading day;

(iii) upon the occurrence of certain corporate events or distributions on our common shares;

or (iv) if we call the Convertible Notes for redemption.

On or after May 1, 2031, until the close of business on the second scheduled trading day immediately before the maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time, regardless of the foregoing circumstances.

Upon conversion, we will pay or deliver, as applicable, cash, common shares or a combination of cash and common shares, at our election, based on the applicable conversion rate(s).

If we elect to deliver cash or a combination of cash and common shares, then the consideration due upon conversion will be determined over an observation period consisting of 60 “VWAP Trading Days” (as defined in the Indenture).

The initial conversion rate is 24.6840 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 40.51 per common share.

The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture.

In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption.

The maximum number of common shares issuable in connection with the conversion of the Convertible Notes is 3,406,392 , based on the initial maximum conversion rate of 29.6208 common shares per $1,000 principal amount of Convertible Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture contains customary events of default, including for certain delisting events with respect to the common shares.

In the event of certain events of bankruptcy, insolvency or reorganization involving us or any of our significant subsidiaries or certain delisting events with respect to the common shares that we fail to cure in accordance with the Indenture, 100 % of the principal amount of the Convertible Notes plus accrued and unpaid interest, if any, may be declared immediately due and payable, subject to certain conditions in the Indenture.

In the case of any other event of default, the trustee or the holders of at least 25 % in aggregate principal amount of the then-outstanding Convertible Notes may declare the Convertible Notes to be due and payable immediately.

Cautionary Statement Regarding Forward-Looking Statements

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Item 1. Financial Statements