What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 85 added, 151 removed, 121 unchanged (66% of the section changed)

8 unchanged sentences

Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from our plans, intentions or expectations.

This may be the result of various factors, including, but not limited to, those factors discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 3, 2025, and elsewhere in this Quarterly Report on Form 10-Q.

This may be the result of various factors, including, but not limited to, those factors discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 27, 2026, and elsewhere in this Quarterly Report on Form 10-Q.

These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

We are a global manufacturing company serving the oil, natural gas, defense and renewable energy industries.

With headquarters in Houston, Texas, FET provides value added solutions aimed at improving the safety, efficiency, and environmental impact of our customers’ operations.

FET optimizes customer operations by improving safety, increasing efficiency, and reducing environmental impact.

Our highly engineered products include capital equipment and consumable products.

2 unchanged sentences

Our capital products are directed at drilling rig equipment for constructing new or upgrading existing rigs, subsea construction and development projects, pressure pumping equipment, the placement of production equipment on new producing wells, downstream capital projects and capital equipment for renewable energy projects.

For the nine months ended September 30, 2025, approximately 80% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

We expect that the world’s long-term energy demand will continue to rise for many decades.

We also expect hydrocarbons will continue to play a vital role in meeting the world’s long-term energy needs while renewable energy sources develop to scale.

As such, we remain focused on serving our customers in both oil and natural gas as well as renewable energy applications.

We are continuing to develop products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.

For the three months ended March 31, 2026, approximately 75% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

We expect that the world’s long-term energy demand will continue to rise for the foreseeable future.

Hydrocarbons are expected to play a vital role in meeting the world’s long-term energy needs even as renewable energy sources grow in importance.

As such, we are focused on developing products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.

The Company operates in the following two reportable segments:

18 unchanged sentences

Market Conditions

Generally, demand for our products and services is directly related to our customers’ capital and operating budgets.

These budgets are heavily influenced by current and expected energy prices.

In addition, demand for our capital products is driven by the utilization of service company equipment.

Utilization is a function of equipment capacity and durability in demanding environments.

Average oil prices were lower in the third quarter 2025 compared to the third quarter 2024, while average natural gas prices were higher.

The decline in average oil prices is attributable to a faster than expected return of the Organization of Petroleum Exporting Countries and its allies ("OPEC+") production combined with global recessionary fears triggered by the continued uncertainty related to the imposition of broad based trade policy changes by the Trump Administration.

The increase in average natural gas prices is attributable to strong demand, tightening supply and geopolitical uncertainty.

Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 7.7% during the third quarter 2025 compared to average global rig count during third quarter 2024.

The decrease in rig count is driven by the lower average oil prices, increased production efficiencies and continued capital spending discipline by publicly owned exploration and production companies.

We expect the global rig count during the remainder of 2025 to remain below the full year 2024 average rig count.

Given the current macroeconomic uncertainty, trade policy fluctuations, oil price volatility, and changing regulations we are monitoring market conditions and assessing potential impacts on our business.

The table below shows average crude oil and natural gas prices for Average West Texas Intermediate (“WTI”), Brent, and Henry Hub:

Generally, demand for our products and services is highly correlated with the global drilling rig count.

Customer activity and their associated budgets are heavily influenced by forecasted energy prices and production targets.

Demand for our capital products is driven by the utilization of service company equipment, which is a function of equipment capacity and durability in demanding environments.

During the first quarter 2026, global oil and natural gas markets were heavily impacted by geopolitical developments and evolving supply dynamics, particularly in the Middle East.

In March 2026, military actions involving the U.S., Israel and Iran introduced significant uncertainty into global energy markets.

These developments caused concerns regarding the security of supply and became more elevated with military actions taken by Iran against the other Gulf states and efforts to control the Strait of Hormuz, a critical transit route for global crude and liquefied natural gas.

As a result, energy markets experienced tightening supply conditions and increased volatility, driven by a combination of reduced export capacity, constrained shipping activity in the region and the incorporation of a risk premium into commodity pricing.

These factors contributed to higher crude oil and natural gas prices during the quarter, as market participants reacted to both actual and potential disruptions in global supply.

Global average active rig counts increased modestly compared to the fourth quarter of 2025 but were lower than the prior‑year period, reflecting continued capital discipline, particularly in North America.

land activity remained relatively stable sequentially, while international activity continued to represent a significant portion of global drilling operations.

Offshore rig counts were relatively flat, supported by longer‑cycle international and deepwater projects.

Also during the first quarter, the United States Supreme Court ruled that tariffs instituted under the International Emergency Economic Powers Act by the President of the United States were unconstitutional.

Following this result, additional trade remedies under the Trade Expansion Act of 1962 were instituted.

trade policy and global tariff responses have remained volatile and macroeconomic uncertainty across the industry remains.

Looking forward, while higher commodity prices due to the aforementioned geopolitical developments and evolving trade policies may support incremental activity, we expect customers to maintain capital discipline, operational efficiency and a returns-focused approach.

However, we believe that long‑term global energy demand, ongoing production declines in mature fields, and customer focus on efficiency, safety, and emissions reduction will continue to support demand for our products and technologies over the long term.

The table below shows average crude oil and natural gas prices for West Texas Intermediate (“WTI”), Brent and Henry Hub.

Average crude oil and natural gas prices during the first quarter 2026 increased compared to the prior year with spot prices exceeding $100 per barrel near quarter end.

The higher prices reflected tightening global supply due to the geopolitical uncertainty in Middle East.

Three Months Ended

September 30, June 30, September 30,

March 31, December 31, March 31,

2026 2025 2025

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In the third quarter of 2025, Baker Hughes implemented a revised methodology for counting rigs, primarily affecting data pertaining to Saudi Arabia.

Consequently, international rig counts reported for prior periods have been adjusted and may now vary from figures presented in previous disclosures.

Consequently, international rig counts reported for the prior period have been adjusted accordingly and may now vary from figures presented in previous disclosures.

Three Months Ended

September 30, June 30, September 30,

March 31, December 31, March 31,

2026 2025 2025

18 unchanged sentences

The table below shows the amount of total inbound orders by segment:

Three Months Ended Nine Months Ended

September 30, June 30, September 30, September 30, September 30,

Three Months Ended

March 31, December 31, March 31,

(in thousands of dollars) 2026 2025 2025

3 unchanged sentences

Results of operations

Three months ended September 30, 2025 compared with three months ended September 30, 2024

Three Months Ended September 30, Change

(in thousands of dollars, except per share information) 2025 2024 $ %

Drilling and Completions $ 117,469 $ 123,587 $ (6,118) (5.0) %

Artificial Lift and Downhole 78,981 84,226 (5,245) (6.2) %

Eliminations (219) (7) (212) *

Total revenue 196,231 207,806 (11,575) (5.6) %

Segment operating income (loss)

Drilling and Completions (13,551) 7,030 (20,581) (292.8) %

Operating margin % (11.5) % 5.7 %

Artificial Lift and Downhole 11,778 10,784 994 9.2 %

Operating margin % 14.9 % 12.8 %

Corporate (8,439) (8,404) (35) (0.4) %

Total segment operating income (loss) (10,212) 9,410 (19,622) (208.5) %

Operating margin % (5.2) % 4.5 %

Transaction expenses 254 579 (325) *

Gain on sale-leaseback transactions (4,279) — (4,279) *

Gain on disposal of assets and other (81) (85) 4 *

Operating income (loss) (6,106) 8,916 (15,022) (168.5) %

Interest expense 4,365 7,650 (3,285) (42.9) %

Foreign exchange losses and other, net 9 9,631 (9,622) *

Loss on extinguishment of debt — 1,839 (1,839) *

Total other expense 4,374 19,120 (14,746) (77.1) %

Loss before income taxes (10,480) (10,204) (276) (2.7) %

Income tax expense 10,074 4,611 5,463 118.5 %

Net loss $ (20,554) $ (14,815) $ (5,739) (38.7) %

Weighted average shares outstanding

Basic 11,682 12,330

Diluted 11,682 12,330

Loss per share

Basic $ (1.76) $ (1.20)

Diluted $ (1.76) $ (1.20)

* not meaningful

Our revenue for the three months ended September 30, 2025 was $196.2 million, a decrease of $11.6 million, or 5.6%, compared to the three months ended September 30, 2024.

For the three months ended September 30, 2025, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 59.8% and 40.2% of our total revenue, respectively, compared to 59.5% and 40.5% of our total revenue, respectively, for the three months ended September 30, 2024.

The overall decrease was primarily related to the decline in global drilling and completions activity, as well as tariff impacts in our Valve Solutions product line.

The changes in revenue by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $117.5 million for the three months ended September 30, 2025, a decrease of $6.1 million, or 5.0%, compared to the three months ended September 30, 2024.

The decrease from the decline in global drilling and completion activity was partially offset by higher revenue recognized from ROVs and Launch and Recovery Systems ("LARS") projects.

Artificial Lift and Downhole segment — Revenue was $79.0 million for the three months ended September 30, 2025, a decrease of $5.2 million, or 6.2%, compared to the three months ended September 30, 2024.

The decline in revenue was driven by tariff-related impacts on sales volumes for valve products and lower market activity.

Partially offsetting this decline were higher sales of downstream processing equipment and technologies.

Segment operating income (loss) and segment operating margin percentage

Segment operating loss for the three months ended September 30, 2025 was $10.2 million, a $19.6 million decrease compared to income of $9.4 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, segment operating margin percentage was (5.2)% compared to 4.5% for the three months ended September 30, 2024.

Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period.

The change in operating income (loss) for each segment is explained as follows:

Drilling and Completions segment — Segment operating loss was $13.6 million, or (11.5)%, for the three months ended September 30, 2025 compared to income of $7.0 million, or 5.7%, for the three months ended September 30, 2024.

The $20.6 million decrease in segment operating results was primarily due to inventory write-downs, asset impairments and other costs of $21.1 million related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

This decrease was partially offset by a reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2024 and benefits from cost-saving initiatives.

Artificial Lift and Downhole segment — Segment operating income was $11.8 million, or 14.9%, for the three months ended September 30, 2025 compared to $10.8 million, or 12.8%, for the three months ended September 30, 2024.

The $1.0 million increase was primarily driven by favorable product mix and benefits from cost-saving initiatives.

Corporate — Selling, general and administrative expenses for Corporate of $8.4 million for the three months ended September 30, 2025 were comparable to $8.4 million for the three months ended September 30, 2024.

Other items not included in segment operating income (loss)

Transaction expenses, gain on sale-leaseback transactions, and gain (loss) on the disposal of assets and other are not included in segment operating income, but are included in total operating income (loss).

Other income and expense

Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt.

We incurred $4.4 million of interest expense during the three months ended September 30, 2025, a decrease of $3.3 million compared to the three months ended September 30, 2024, due to decreased borrowings.

See Note 6 Debt for further details related to debt.

The foreign exchange gains and losses are primarily the result of movements in the British pound, Canadian dollar and Euro relative to the U.S.

These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S.

dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S.

We recorded tax expense of $10.1 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively.

The income tax expense during the three months ended September 30, 2025 was partially driven by an increase to valuation allowances on certain deferred tax assets.

The estimated annual effective tax rates for the three months ended September 30, 2025 and 2024 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

Results of operations

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

Nine Months Ended September 30, Change

Three months ended March 31, 2026 compared with three months ended March 31, 2025

Three Months Ended March 31, Change

(in thousands of dollars, except per share information) 2026 2025 $ %

12 unchanged sentences

Transaction expenses 148 51 97 *

Gain on sale-leaseback transactions (11,182) — (11,182) *

Loss on disposal of assets and other 249 107 142 *

Loss (gain) on disposal of assets and other (170) 123 (293) *

Operating income 11,005 8,804 2,201 25.0 %

Interest expense 4,141 4,983 (842) (16.9) %

Foreign exchange losses (gains) and other, net (5,001) 13,864 (18,865) *

Loss on extinguishment of debt — 2,302 (2,302) *

Foreign exchange gains and other, net (523) (1,068) 545 *

Total other expense 3,618 3,915 (297) (7.6) %

Income (loss) before income taxes 8,328 (21,185) 29,513 139.3 %

Income before income taxes 7,387 4,889 2,498 51.1 %

Income tax expense 2,895 3,767 (872) (23.1) %

Net loss $ (11,732) $ (31,826) $ 20,094 63.1 %

Net income $ 4,492 $ 1,122 $ 3,370 300.4 %

Weighted average shares outstanding

1 unchanged sentence

Diluted 11,641 12,568

Loss per share

Earnings per share

Basic $ 0.40 $ 0.09

1 unchanged sentence

* not meaningful

Our revenue for the nine months ended September 30, 2025 was $589.3 million, a decrease of $26.1 million, or 4.2%, compared to the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 59.4% and 40.6% of our total revenue, respectively, compared to 58.4% and 41.6% of our total revenue, respectively, for the nine months ended September 30, 2024.

The overall decrease in revenue is primarily related to the decline in global drilling and completions activity, as well as tariff impacts mainly in our Valve Solutions product line, in 2025 compared to 2024.

Our revenue for the three months ended March 31, 2026 was $208.7 million, an increase of $15.4 million, or 8.0%, compared to the three months ended March 31, 2025.

For the three months ended March 31, 2026, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 60.7% and 39.3% of our total revenue, respectively, compared to 59.8% and 40.2% of our total revenue, respectively, for the three months ended March 31, 2025.

The overall increase was primarily due to higher revenue recognized from ROVs and higher demand for sand and flow control products.

The changes in revenue by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $350.3 million for the nine months ended September 30, 2025, a decrease of $9.4 million, or 2.6%, compared to the nine months ended September 30, 2024.

The decrease from the decline in global drilling and completion activity was partially offset by higher revenue recognized from ROVs and LARS projects and increased coiled line pipe sales due to growing demand in the U.S.

and a large offshore project.

Artificial Lift and Downhole segment — Revenue was $239.3 million for the nine months ended September 30, 2025, a decrease of $16.4 million, or 6.4%, compared to the nine months ended September 30, 2024.

The decline in revenue was driven by tariff-related impacts on sales volumes for valve products and overall lower market activity.

Partially offsetting this decline were higher sales of casing equipment and downstream processing equipment and technologies.

Drilling and Completions segment — Revenue was $126.7 million for the three months ended March 31, 2026, an increase of $11.2 million, or 9.7%, compared to the three months ended March 31, 2025.

The increase primarily related to higher revenue recognized from ROVs and increased demand for coiled tubing products.

Partially offsetting these increases were lower sales volumes of drilling and completions related consumables as the result of lower U.S.

Artificial Lift and Downhole segment — Revenue was $82.1 million for the three months ended March 31, 2026, an increase of $4.3 million, or 5.5%, compared to the three months ended March 31, 2025.

The increase in revenue was primarily attributable to higher sand and flow control products sales driven by increased activity, as well as higher valve product sales, reflecting the absence of tariff‑related impacts that negatively affected valve sales volumes in the prior‑year period.

These increases were partially offset by lower demand for casing equipment in the Middle East compared to the prior-year period.

Segment operating income (loss) and segment operating margin percentage

Segment operating income for the nine months ended September 30, 2025 was $6.9 million, a $20.9 million decrease, compared to $27.9 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, segment operating margin percentage was 1.2%, compared to 4.5%, for the nine months ended September 30, 2024.

Segment operating margin percentage is calculated by dividing segment operating income by revenue for the period.

Segment operating income for the three months ended March 31, 2026 was $11.0 million, a $2.0 million increase compared to income of $9.0 million for the three months ended March 31, 2025.

For the three months ended March 31, 2026, segment operating margin percentage was 5.3% compared to 4.6% for the three months ended March 31, 2025.

Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period.

The change in operating income for each segment is explained as follows:

Drilling and Completions segment — Segment operating income was $3.1 million, or 0.9%, for the nine months ended September 30, 2025 compared to $14.5 million, or 4.0%, for the nine months ended September 30, 2024.

The $11.4 million decrease in segment operating results was primarily due to inventory write-downs, asset impairments and other costs of $21.1 million related to the Company’s strategic decision to consolidate facilities and discontinue certain products.

This decrease was partially offset by a reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2024.

Artificial Lift and Downhole segment — Segment operating income was $29.5 million, or 12.3%, for the nine months ended September 30, 2025 compared to $36.0 million, or 14.1%, for the nine months ended September 30, 2024.

The $6.6 million decrease in segment operating results was primarily driven by lower market activity and unfavorable customer and product mix.

Corporate — Selling, general and administrative expenses for Corporate were $25.6 million for the nine months ended September 30, 2025 compared to $22.6 million for the nine months ended September 30, 2024.

This increase was primarily related to higher performance-based incentive compensation costs and one-time professional fees.

Drilling and Completions segment — Segment operating income was $8.9 million, or 7.0%, for the three months ended March 31, 2026 compared to income of $9.4 million, or 8.1%, for the three months ended March 31, 2025.

The $0.5 million decrease in segment operating results was primarily due to costs related to the Company’s strategic decision to consolidate facilities and discontinue certain products, higher than anticipated costs on a small number of projects accounted for over time and bad debt expense totaling approximately $3.0 million.

Excluding these items, the segment operating income benefited from lower operating costs resulting from the Company's cost savings initiatives, which offset unfavorable product mix.

Artificial Lift and Downhole segment — Segment operating income was $11.6 million, or 14.1%, for the three months ended March 31, 2026 compared to $7.3 million, or 9.4%, for the three months ended March 31, 2025.

The $4.3 million increase was primarily driven by favorable product mix and increased operating leverage on higher revenue.

Corporate — Selling, general and administrative expenses for Corporate were $9.5 million for the three months ended March 31, 2026, a $1.8 million increase compared to the three months ended March 31, 2025.

This increase was primarily related to higher performance-based stock incentive compensation costs.

Other items not included in segment operating income (loss)

Transaction expenses and gain (loss) on the disposal of assets and other are not included in segment operating income, but are included in total operating income.

Other income and expense

Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt.

We incurred $14.1 million of interest expense during the nine months ended September 30, 2025, a decrease of $11.0 million compared to the nine months ended September 30, 2024, due to decreased borrowings.

Other income and expense includes interest expense and foreign exchange gains (losses) and other.

We incurred $4.1 million of interest expense during the three months ended March 31, 2026, a decrease of $0.8 million compared to the three months ended March 31, 2025, due to decreased borrowings.

See Note 6 Debt for further details related to debt.

2 unchanged sentences

dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S.

We recorded tax expense of $20.1 million and $10.6 million for the nine months ended September 30, 2025 and 2024, respectively.

The income tax expense during the nine months ended September 30, 2025 was partially driven by an increase to valuation allowances on certain deferred tax assets.

The estimated annual effective tax rates for the nine months ended September 30, 2025 and 2024 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

We recorded tax expense of $2.9 million and $3.8 million for the three months ended March 31, 2026 and 2025, respectively.

The income tax expense during the three months ended March 31, 2026 was partially driven by an increase to valuation allowances on certain deferred tax assets.

The estimated annual effective tax rates for the three months ended March 31, 2026 and 2025 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

1 unchanged sentence

Sources and uses of liquidity

Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit, the Credit Facility, and 2029 Bonds.

Our primary uses of capital have been for inventory, sales on credit to our customers, maintenance and growth capital expenditures, repurchases of stock and debt repayments.

Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit, the Credit Facility and the 2029 Bonds.

Our primary uses of capital have been for inventory, sales on credit to our customers, maintenance and growth capital expenditures, repurchases of stock, debt repayments and acquisitions.

We continually monitor other potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements.

Our future success and growth will be highly dependent on our ability to generate positive operating cash flow and access outside sources of capital.

As of September 30, 2025, we had $42.8 million of borrowings under our revolving Credit Facility and $100.0 million principal amount of the 2029 Bonds outstanding.

As of March 31, 2026, we had $55.1 million of borrowings under our revolving Credit Facility and $100.0 million principal amount of the 2029 Bonds outstanding.

See Note 6 Debt for further details related to the terms for our debt arrangements.

As of September 30, 2025, we had cash and cash equivalents of $31.7 million and $85.7 million of availability under the Credit Facility.

As of March 31, 2026, we had cash and cash equivalents of $37.5 million and $53.6 million of availability under the Credit Facility.

We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues.

Furthermore, availability under the Credit Facility will fluctuate directionally based on the level of our eligible accounts receivable and inventory subject to applicable sublimits.

In addition, we expect total 2025 capital expenditures to below $10.0 million, primarily for replacement of end of life machinery and equipment.

We expect our available cash on-hand, cash generated by operations, and estimated availability under the Credit Facility to be adequate to fund current operations for at least next 12 months and for the foreseeable future.

In addition, we expect total 2026 capital expenditures to be below $10.0 million, primarily for replacement of end of life machinery and equipment.

We expect our available cash on-hand, cash generated by operations, and estimated availability under the Credit Facility to be adequate to fund current operations for at least the next 12 months and for the foreseeable future.

In addition, based on existing market conditions and our expected liquidity needs, among other factors, we may use a portion of our cash flows from operations, proceeds from divestitures, securities offerings or other eligible capital to reduce outstanding debt or repurchase shares of our common stock under our repurchase program.

In December 2024, our board of directors approved a program for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $75.0 million.

Shares may be repurchased under the program from time to time, in amounts and at prices that the company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations.

During the nine months ended September 30, 2025 , we repurchased 966 thousand shares of our common stock for approximately $21.3 million and the remaining authorization under this program is $53.7 million.

Subsequent to September 30, 2025, we repurchased approximately 162 thousand shares of our common stock for aggregate consideration of $4.5 million.

Our cash flows for the nine months ended September 30, 2025 and 2024 are presented below (in thousands):

Nine Months Ended September 30,

Our Board of Directors approved programs for the repurchase of outstanding shares of our common stock.

From the inception of the programs in November 2021 through March 31, 2026 , we repurchased approximately 1.8 million shares of our common stock for aggregate consideration of $46.4 million.

We repurchased approximately 0.1 million shares of our common stock for aggregate consideration of $4.6 million during the three months ended March 31, 2026 .

Our cash flows for the three months ended March 31, 2026 and 2025 are presented below (in thousands):

Three Months Ended March 31,

Net cash provided by operating activities $ 1,627 $ 9,326

Net cash provided by (used in) investing activities 10,284 (155,907)

Net cash used in investing activities (253) (2,096)

Net cash provided by (used in) financing activities 1,852 (21,013)

Effect of exchange rate changes on cash (399) 265

Net decrease in cash, cash equivalents and restricted cash $ (12,968) $ (12,852)

Net increase (decrease) in cash, cash equivalents and restricted cash $ 2,827 $ (13,518)

Net cash provided by operating activities

Net cash provided by operating activities was $48.0 million for the nine months ended September 30, 2025 compared to net cash provided by operating activities of $53.7 million for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, net working capital provided cash of $18.6 million, compared to providing cash of $30.8 million during the nine months ended September 30, 2024.

This decline in operating cash flow was offset by the increase in net income adjusted for non-cash items which provided $29.4 million of cash for the nine months ended September 30, 2025 compared to $22.9 million for the nine months ended September 30, 2024.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was $10.3 million for the nine months ended September 30, 2025, primarily from $14.6 million proceeds from sale-leaseback transactions, offset by capital expenditures of $4.5 million.

Net cash used in investing activities was $155.9 million for the nine months ended September 30, 2024, mainly related to the acquisition of Variperm Holdings Ltd.

(“Variperm”) of $150.4 million and $5.7 million of capital expenditures.

Net cash provided by operating activities was $1.6 million for the three months ended March 31, 2026 compared to net cash provided by operating activities of $9.3 million for the three months ended March 31, 2025.

The decrease was primarily due to higher working capital requirements, driven by an increase in accounts receivable associated with higher revenue, resulting in a use of cash of $14.2 million in the 2026 period compared to $1.8 million in the prior period.

Partially offsetting this decline in operating cash flows was the increase in net income adjusted for non-cash items, which provided $15.8 million of cash in 2026 compared to $11.1 million in 2025.

Net cash used in investing activities

Net cash used in investing activities was $0.3 million for the three months ended March 31, 2026, driven by capital expenditures.

Net cash used in investing activities was $2.1 million for the three months ended March 31, 2025, also attributable to capital expenditures.

Net cash provided by (used in) financing activities

Net cash used in financing activities was $72.4 million for the nine months ended September 30, 2025 compared to $89.4 million of cash provided by financing activities for the nine months ended September 30, 2024.

The change in net cash used in financing activities primarily resulted from $47.6 million in net repayments of the revolving Credit Facility and repurchases of stock of $21.1 million during the nine months ended September 30, 2025.

This is compared to $109.0 million in net borrowings on the revolving Credit Facility and $59.7 million proceeds from the second lien seller term loan related to the Variperm acquisition, partially offset by repurchases of our 9.00% Senior Convertible Secured Notes due 2025 (“2025 Notes”) of $73.0 million, during the nine months ended September 30, 2024.

Net cash provided by financing activities was $1.9 million for the three months ended March 31, 2026 compared to $21.0 million of cash used in financing activities for the three months ended March 31, 2025.

The change was primarily driven by $17.8 million in net borrowings under the revolving Credit Facility during 2026, partially offset by payments of stock-based compensation taxes of $9.3 million and repurchases of stock of $4.6 million.

This compares to $16.5 million in net repayments under the revolving Credit Facility, payments of stock-based compensation taxes of $1.3 million and repurchases of stock of $2.0 million during the prior year period.

Critical accounting policies and estimates

There have been no material changes in our critical accounting policies and estimates during the nine months ended September 30, 2025.

There have been no material changes in our critical accounting policies and estimates during the three months ended March 31, 2026.

For a detailed discussion of our critical accounting policies and estimates, refer to our 2025 Annual Report on Form 10-K.

3 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis