What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 106 added, 119 removed, 435 unchanged (34% of the section changed)

2 unchanged sentences

(In millions, except share data)

September 30,

Current assets:

29 unchanged sentences

1 billion shares authorized;

372,736,059 and 381,549,541 shares issued and outstanding at June 30, 2025 and December 31, 2024

366,505,774 and 381,549,541 shares issued and outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of revenue

3 unchanged sentences

Interest income

Equity income in unconsolidated affiliates

Equity income (loss) in unconsolidated affiliates

Other expense, net

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Currency translation adjustments

7 unchanged sentences

(In millions)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

3 unchanged sentences

Deferred income taxes

Equity income in unconsolidated affiliates

Equity (income) loss in unconsolidated affiliates

Dividend from unconsolidated affiliate

50 unchanged sentences

Balance at June 30, 2025

Other comprehensive income

Cash dividends, $ 0.075 per common share

Stock-based compensation

Share repurchases

Balance at September 30, 2025

Shares Issued

17 unchanged sentences

Balance at June 30, 2024

Other comprehensive income

Cash dividends, $ 0.075 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at September 30, 2024

See notes to unaudited consolidated financial statements.

6 unchanged sentences

In our opinion, the consolidated financial statements include all adjustments, which are of a normal recurring nature unless otherwise disclosed, necessary for a fair presentation of the results for the interim periods.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

4 unchanged sentences

Inventories consist of (in millions):

September 30,

Raw materials and supplies

4 unchanged sentences

Accrued liabilities consist of (in millions):

September 30,

Taxes (non-income)

6 unchanged sentences

Amounts reclassified from accumulated other comprehensive

Balance at June 30, 2025

Balance at September 30, 2025

The components of amounts reclassified from accumulated other comprehensive loss are as follows (in millions):

Three Months Ended

September 30,

Cost of revenue

Selling, general and administrative

Six Months Ended

Nine Months Ended

September 30,

Cost of revenue

5 unchanged sentences

The movement in other comprehensive loss from period to period will be the combination of:

1) changes in fair value of open derivatives of $ 11 million and $ 16 million during the three and six months ended June 30, 2025 ;

and, 2) the outflow of other comprehensive loss related to cumulative changes in the fair value of derivatives that have settled in the current period, which were zero and $ 4 million for the three and six months ended June 30, 2025 .

1) changes in fair value of open derivatives of $ 5 million and $ 21 million during the three and nine months ended September 30, 2025 ;

and, 2) the outflow of other comprehensive loss related to cumulative changes in the fair value of derivatives that have settled in the current period, which were $( 5 ) million and $( 1 ) million for the three and nine months ended September 30, 2025 .

The Company has two reportable segments, Energy Products and Services, and Energy Equipment, based on the products and services provided, customer base, and operating environment.

2 unchanged sentences

Three Months Ended

September 30,

Energy Products and Services

20 unchanged sentences

Capital expenditures

Six Months Ended

Nine Months Ended

September 30,

Energy Products and Services

28 unchanged sentences

Corporate assets consist primarily of cash and fixed assets.

(2) Operating profit for the three and six months ended June 30, 2025, included charges of $ 15 million and $ 23 million, respectively, reported in “Cost of Revenue,” primarily related to severance and other restructuring costs.

Operating profit included charges of $ 4 million and $ 9 million for the three and six months ended June 30, 2025, respectively, reported in “Selling, General, and Administrative.” These charges were primarily related to streamlining our business processes during the second quarter of 2025, and the deconsolidation of the Company’s Russian subsidiaries in the first quarter of 2025.

Operating profit for the three and six months ended June 30, 2024, included a credit of $ 118 million and $ 121 million, respectively, reported in “Cost of Revenue,” primarily attributed to a pre-tax gain on the sale of a business during the second quarter of 2024.

(2) Operating profit for the three and nine months ended September 30, 2025 , included charges of $ 62 million and $ 85 million, respectively, reported in “Cost of Revenue,” primarily related to a discount charge to reflect delayed timing of the expected cash collection of royalty receivables currently in litigation as discussed in Note 6, the write-down of certain long-lived assets and inventory, and severance charges associated with facility consolidations and other restructuring activities during the third quarter of 2025, and charges related to severance and other restructuring costs during the first nine months of 2025.

Operating profit included charges of $ 3 million and $ 12 million for the three and nine months ended September 30, 2025, respectively, reported in “Selling, General, and Administrative.” These charges were primarily related to the release of cumulative translation adjustment (“CTA”) balances to earnings upon the liquidation of a foreign subsidiary during the third quarter of 2025, streamlining our business processes during the second quarter of 2025, and the deconsolidation of the Company’s Russian subsidiaries in the first quarter of 2025.

Operating profit for the three months ended September 30, 2024 , included charges of $ 5 million reported in “Cost of Revenue,” primarily attributed to severance pay.

For the nine months ended September 30, 2024, operating profit included a credit of $ 116 million reported in “Cost of Revenue,” primarily attributed to a pre-tax gain on the sale of a business during the second quarter of 2024.

Three Months Ended

September 30,

Energy Products and Services

5 unchanged sentences

Selling, general, and administrative

Six Months Ended

Nine Months Ended

September 30,

Energy Products and Services

9 unchanged sentences

Three Months Ended

September 30,

North America

2 unchanged sentences

Intersegment revenue

Six Months Ended

Nine Months Ended

September 30,

North America

5 unchanged sentences

Three Months Ended

September 30,

Energy Products and Services:

7 unchanged sentences

Total consolidated

Six Months Ended

Nine Months Ended

September 30,

Energy Products and Services:

8 unchanged sentences

Performance Obligations

Net revenue recognized from performance obligations satisfied in previous periods was $ 102 million for the six months ended June 30, 2025 primarily due to change orders.

Net revenue recognized from performance obligations satisfied in previous periods was not material for the nine months ended September 30, 2025.

Remaining performance obligations represent the transaction price of firm orders for all revenue streams for which work has not been performed on contracts with original expected duration of one year or more.

We do not disclose the remaining performance obligations of royalty contracts, service contracts for which there is a right to invoice, and short-term contracts that are expected to have a duration of one year or less.

As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,675 million.

As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 5,037 million.

Although numerous factors can affect timing of revenue recognized on performance obligations, such as customer change orders and supplier accelerations or delays, the Company expects to recognize approximately $ 544 million in revenue for the remaining performance obligations in the remainder of 2025 , $ 1,796 million in 2026 , $ 1,109 million in 2027 , and $ 1,588 million thereafter .

6 unchanged sentences

Currency translation adjustments and other

Balance at June 30, 2025

Balance at September 30, 2025

Royalty Revenue

The Company recognizes royalty revenue due under various licenses for the Company’s intellectual property, including for technology related to drill bits.

The Company recognized revenue for drill bit licenses of approximately $ 19 million and $ 38 million for the three and six months ended June 30, 2025, and $ 17 million and $ 33 million for the three and six months ended June 30, 2024.

The Company is currently pursuing litigation against certain non-paying licensees, which will impact our ability to collect the receivables timely.

As such, revenue and the related receivables are recorded at a discount to reflect the delayed timing of future cash collections.

As of June 30, 2025, the receivables of $ 139 million, net of allowances of $ 44 million for credit losses and $ 11 million for the remaining timing related discount, are included in Other assets on the Consolidated Balance Sheets.

These allowances do not impact the amount the Company is entitled to recover on its claims from the licensees in litigation.

While we continue to believe it is probable the Company will collect all or substantially all of the consideration to which it is entitled pursuant to the terms of the licensing agreements, the Company will also continue to evaluate the credit quality of the receivables.

See Note 15 for discussion of the ongoing litigation.

The Company recognized revenue for drill bit licenses of approximately $ 19 million and $ 57 million for the three and nine months ended September 30, 2025, and $ 17 million and $ 50 million for the three and nine months ended September 30, 2024 , respectively.

As previously disclosed, the Company is currently pursuing litigation against certain non-paying licensees, which will impact our ability to collect the receivables timely.

During the third quarter of 2025, the Company recognized a non-cash discount charge of approximately $ 24 million to reflect the delayed timing of expected cash collection.

As of September 30, 2025, royalty receivables of $ 129 million, net of related reserves of $ 78 million and the remaining timing related discount of $ 51 million, are included in Other assets on the Consolidated Balance Sheets.

The reserves and discounts do not impact the amount the Company is entitled to recover on its claims from the licensees in litigation.

Also see Note 15 to the Consolidated Financial Statements for discussion of the ongoing litigation.

Allowance for Credit Losses

1 unchanged sentence

The Company’s customer base, mostly in the oil and gas industry, have generally similar collectability risk characteristics, although larger and state-owned customers may have lower risk than smaller independent customers.

As of June 30, 2025, the allowance for credit losses totaled $ 68 million.

As of September 30, 2025, the allowance for credit losses on accounts receivable and contract assets totaled $ 68 million.

The changes in the carrying amount of the allowance for credit losses are as follows (in millions):

3 unchanged sentences

Reclass for long-term receivables

Balance at June 30, 2025

Balance at September 30, 2025

The Company leases certain facilities and equipment to support its operations around the world.

6 unchanged sentences

Components of leases are as follows (in millions):

September 30,

Current portion of lease liabilities:

September 30,

Long-term portion of lease liabilities:

Debt consists of (in millions):

September 30,

$ 1.1 billion in Senior Notes, interest at 3.95 % payable

8 unchanged sentences

The credit facility contains a financial covenant establishing a maximum debt-to-capitalization ratio of 60 %.

As of June 30, 2025, the Company was in compliance with a debt-to-capitalization ratio of 23.4 % and had no outstanding borrowings or letters of credits issued under the facility, resulting in $ 1.5 billion of available funds.

As of September 30, 2025, the Company was in compliance with a debt-to-capitalization ratio of 23.5 % and had no outstanding borrowings or letters of credits issued under the facility, resulting in $ 1.5 billion of available funds.

A consolidated joint venture of the Company borrowed $ 120 million against a $ 150 million bank line of credit, payable by June 2032 , for the construction of a facility in Saudi Arabia.

1 unchanged sentence

The bank line of credit contains a financial covenant regarding maximum debt-to-equity ratio of 75 %.

As of June 30, 2025, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of June 30, 2025, the Company has $ 89 million in borrowings related to this line of credit.

As of September 30, 2025, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of September 30, 2025, the Company had $ 89 million in borrowings related to this line of credit.

The carrying value of debt under the Company’s consolidated joint venture approximates fair value because the interest rates are variable and reflective of current market rates.

1 unchanged sentence

The Company can repay the entire outstanding facility balance without penalty at its sole discretion.

Other debt at June 30, 2025 included $ 50 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 27 million is due in the next twelve months.

The Company had $ 679 million of outstanding letters of credit at June 30, 2025, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

Other debt at September 30, 2025 included $ 48 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 23 million is due in the next twelve months.

The Company had $ 889 million of outstanding letters of credit at September 30, 2025, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds.

At June 30, 2025 and December 31, 2024 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,308 million and $ 1,285 million, respectively.

At September 30, 2025 and December 31, 2024 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,344 million and $ 1,285 million, respectively.

The fair value of the Company’s debt is estimated using Level 2 inputs in the GAAP fair value hierarchy and is based on quoted prices for those of similar instruments.

At June 30, 2025 and December 31, 2024 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,588 million and $ 1,587 million, respectively.

The effective tax rate for the three and six months ended June 30, 2025 was 0.9 % and 20.3 %, respectively, compared to 23.9 % and 24.9 % for the same period in 2024 .

statutory tax rate was 21 % for the periods presented.

The effective tax rate for the six months ended June 30, 2025 was positively impacted by the release of previously recorded reserves for uncertain tax positions of $ 58 million, partially offset by an increase to reserves for uncertain tax positions of $ 23 million, unfavorable adjustments related to the carrying value of deferred tax assets of $ 14 million, changes in certain foreign currency exchange rates of $ 4 million, and a mix of earnings in higher tax rate jurisdictions.

The effective tax rate for the six months ended June 30, 2024 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, losses in certain jurisdictions with no tax benefit, and adjustments to the carrying value of deferred tax assets, partially offset by the reduction of valuation allowances related to U.S.

At September 30, 2025 and December 31, 2024 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,588 million and $ 1,587 million, respectively.

The effective tax rate for the three and nine months ended September 30, 2025 was 39.7 % and 24.9 %, respectively, compared to 25.3 % and 25.0 % for the same period in 2024 .

statutory tax rate was 21 % for all periods presented.

The effective tax rate for the three months ended September 30, 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, pre-tax charges discrete to the quarter in lower tax rate jurisdictions, and losses in certain jurisdictions with no tax benefit, partially offset by interest income related to payments made in connection with tax disputes of $ 11 million.

The effective tax rate for the nine months ended September 30, 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions and losses in certain jurisdictions with no benefit, an increase to reserves for uncertain tax positions of $ 23 million, unfavorable adjustments related to the carrying value of deferred tax assets of $ 15 million, and unfavorable adjustments related to changes in certain foreign currency exchange rates of $ 6 million, partially offset by the release of previously recorded reserves for uncertain tax positions of $ 59 million as well as interest income related to payments made in connection with tax disputes of $ 11 million.

The effective tax rate for the three and nine months ended September 30, 2024 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, losses in certain jurisdictions with no tax benefit, and adjustments to the carrying value of deferred tax assets, partially offset by the reduction of valuation allowances related to U.S.

and state deferred tax assets.

4 unchanged sentences

The number of shares authorized under the NOV Plan is 70.9 million.

At June 30, 2025 , approximately 17.1 million shares remained available for future grants under the NOV Plan.

At September 30, 2025 , approximately 17.1 million shares remained available for future grants under the NOV Plan.

The Company also has outstanding awards under its former stock-based compensation plan known as the National Oilwell Varco, Inc.

1 unchanged sentence

however, the Company is no longer granting new awards under the Former Plan.

On May 20, 2025 , the Company granted 127,592 restricted stock units with a fair value of $ 12.54 per share.

The awards were granted to non-employee members of the board of directors and vest on the first anniversary of the grant date.

Total expense for all stock-based compensation arrangements was $ 17 million and $ 33 million for the three and six months ended June 30, 2025, respectively, and $ 17 million and $ 36 million for the three and six months ended June 30, 2024, respectively.

The total income tax expense (benefit) recognized in the Consolidated Statements of Income for stock-based compensation arrangements was $( 3 ) million and $ 6 million for the three and six months ended June 30, 2025 , respectively, and $( 1 ) million and $ 3 million for the three and six months ended June 30, 2024 , respectively.

Total expense for all stock-based compensation arrangements was $ 17 million and $ 50 million for the three and nine months ended September 30, 2025, respectively, and $ 17 million and $ 53 million for the three and nine months ended September 30, 2024, respectively.

The total income tax expense (benefit) recognized in the Consolidated Statements of Income for stock-based compensation arrangements was $( 1 ) million and $ 5 million for the three and nine months ended September 30, 2025 , respectively, and $( 2 ) million and $ 1 million for the three and nine months ended September 30, 2024 , respectively.

Derivative Financial Instruments

4 unchanged sentences

Currency Denomination

September 30,

Colombian Peso

1 unchanged sentence

Norwegian Krone

South African Rand

Singapore Dollar

British Pound Sterling

South African Rand

Canadian Dollar

7 unchanged sentences

The gain or loss on the derivative instrument is recognized in earnings in other income (expense), together with the changes in the hedged nonfunctional monetary accounts.

The amount of gain recognized in Other Expense, net was $ 13 million and $ 16 million for the three and six months ended June 30, 2025, respectively, and $ 13 million and $ 10 million for the three and six months ended June 30, 2024, respectively.

The amount of gain (loss) recognized in Other Expense, net was $ ( 13 ) million and $ 3 million for the three and nine months ended September 30, 2025, respectively, and $ 19 million and $ 29 million for the three and nine months ended September 30, 2024, respectively.

The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions):

2 unchanged sentences

Balance Sheet

September 30,

Balance Sheet

Derivatives designated as hedging

instruments under ASC Topic 815

September 30,

Derivatives designated as hedging instruments under ASC Topic 815

Foreign exchange contracts

4 unchanged sentences

Designated total

Derivatives not designated as hedging

instruments under ASC Topic 815

Derivatives not designated as hedging instruments under ASC Topic 815

Foreign exchange contracts

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income attributable to Company

7 unchanged sentences

The two-class method requires a portion of net income attributable to Company to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents if declared.

Net income attributable to the Company allocated to these participating securities was immaterial for each of the three and six months ended June 30, 2025 and 2024 , respectively.

The Company had stock options outstanding that were anti-dilutive totaling 19 million and 16 million shares for the three and six months ended June 30, 2025, respectively, compared to 16 million shares for each of the three and six months ended June 30, 2024 , respectively.

Net income attributable to the Company allocated to these participating securities was immaterial for each of the three and nine months ended September 30, 2025 and 2024 , respectively.

The Company had stock options outstanding that were anti-dilutive totaling 19 million and 16 million shares for the three and nine months ended September 30, 2025, respectively, compared to 17 million and 16 million shares for the three and nine months ended September 30, 2024 , respectively.

Cash Dividends

Cash dividends were $ 107 million and $ 135 million for the three and six months ended June 30, 2025 , compared to $ 30 million and $ 50 million for the three and six months ended June 30, 2024.

Cash dividends were $ 28 million and $ 163 million for the three and nine months ended September 30, 2025 , compared to $ 29 million and $ 79 million for the three and nine months ended September 30, 2024.

The declaration and payment of future dividends is at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements and other factors deemed relevant by the Company’s Board of Directors.

8 unchanged sentences

As shares are repurchased, they are constructively retired and returned to an unissued state.

During the three months ended June 30, 2025 , the Company repurchased approximately 5.5 million shares of common stock under the program for an aggregate amount of $ 69 million.

During the six months ended June 30, 2025 , the Company repurchased 10.9 million shares of common stock under the program for an aggregate amount of $ 150 million.

During the three months ended September 30, 2025 , the Company repurchased approximately 6.2 million shares of common stock under the program for an aggregate amount of $ 80 million.

During the nine months ended September 30, 2025 , the Company repurchased 17.1 million shares of common stock under the program for an aggregate amount of $ 230 million.

Commitments and Contingencies

Our business is governed by laws and regulations, including those directed to the oilfield service industry, promulgated by U.S.

federal and state governments and regulatory agencies, as well as international governmental authorities in the many countries in which we conduct business.

In the United States, these governmental authorities include the U.S.

Department of Labor, the Occupational Safety and Health Administration, the Environmental Protection Agency, the Bureau of Land Management, the Department of Treasury, Office of Foreign Assets Control, state environmental agencies and many others.

We are unaware of any material liabilities in connection with our compliance with such laws.

New laws, regulations and enforcement policies may result in additional, presently unquantifiable, or unknown, costs or liabilities.

From time to time, the Company is involved in various claims, regulatory agency audits, investigations and legal actions involving a variety of matters.

The Company maintains insurance that covers claims such as third-party personal injury or property damage claims arising from risks associated with the business activities of the Company, including premises liability, product liability, marine risk, property damage, and other insurable losses.

The Company carries substantial insurance to cover insurable risks above a self-insured retention, e.g., claims for personal injury and property.

The Company believes, and the Company’s experience has been, that such insurance has been sufficient to cover its material risks from operations.

The Company also from time to time may be a party to claims, threatened and actual litigation, arbitration, and internal investigations of potential regulatory and compliance matters which may arise from the Company’s business activities, some of which may not involve insured claims.

The Company believes, and the Company’s experience has been, that such insurance has been sufficient to cover its material risks from operations.

The regulatory matters and disputes which the Company faces may involve private parties and/or government authorities who may assert a broad variety of potential claims against the Company, such as employment law claims, collective actions or class action claims, intellectual property claims (such as alleged patent infringement, and/or misappropriation of trade secrets by the Company), premises liability claims, environmental claims, product liability claims, warranty claims, personal injury claims arising from exposure to or use of allegedly defective products or from activities of the Company, alleged regulatory violations, alleged violations of anti-corruption and anti-bribery, trade, customs or other laws and other commercial and/or regulatory claims seeking recovery for alleged actual or exemplary damages or fines and penalties.

Such claims involve various theories of liability which may include negligence, breach of contract, strict liability, product liability, and others.

For some of these contingent claims and potential liabilities, the Company’s insurance coverage may not apply, or exclusions to coverage or legal impediments may apply.

In such instances, settlement or other resolution of such claims, individually or collectively, could have a material financial or reputational impact on the Company.

As of June 30, 2025, in the ordinary course of business, the Company recorded reserves in an amount believed to be sufficient, given the estimated range of potential outcomes, for contingent liabilities believed to be probable.

These reserves include costs currently and reasonably estimated to be incurred for reclamation of a closed barite mine and product liability claims, as well as other circumstances involving material claims.

The Company periodically assesses the potential for losses above the amounts accrued as well as potential losses for matters that are believed to be not probable, but which are reasonably possible.

The Company sets accruals in accordance with GAAP based on its best judgment about the probable results of disputed claims, regulatory enforcement actions, tax and other governmental audits, and other contingencies.

As of September 30, 2025, in the ordinary course of business, the Company recorded reserves in an amount believed to be sufficient, given the estimated range of potential outcomes, for contingent liabilities believed to be probable.

These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s experience.

The litigation process and the outcome of regulatory oversight is inherently uncertain, and our best judgment concerning the probable outcome of litigation or regulatory enforcement matters may prove to be incorrect.

2 unchanged sentences

however, in our opinion, any ultimate liability, to the extent not otherwise provided for, should not materially affect our financial position, cash flows or results of operations.

Because of the uncertainty and risk inherent to litigation, arbitration, audits, governmental investigations, enforcement actions, and similar matters, the Company’s actual liabilities incurred may materially exceed our estimated liabilities and reserves, which could have a material financial or reputational impact on the Company.

In many instances, the Company’s products and services embody or incorporate trade secrets or patented inventions.

From time to time, we are engaged in disputes concerning protection of the Company’s trade secrets and confidential information, patents, and other intellectual property rights.

Such disputes frequently involve complex, factual, technical and/or legal issues which result in high costs to adjudicate our rights and for which it may be difficult to predict the ultimate outcome.

At any given time, the Company may be a plaintiff or defendant in disputes involving disputed intellectual property rights.

The Company is currently pursuing litigation against several companies involving royalties due under licenses for technology related to drill bits.

15 unchanged sentences

4:23-cv-00730;

and Halliburton Energy Services, Inc.

Halliburton Energy Services, Inc.

Grant Prideco, Inc., et al., No.

4:23-cv-01789, both in the United States District Court for the Southern District of Texas;

4:23-cv-01789;

and Grant Prideco, Inc., et al.

Baker Hughes Oilfield Operations Inc., No.

25-BC11A-0019 in the 11 th Business Court, Harris County, Texas.

While the Company strongly believes that the royalties for which it has sued are due and owing pursuant to the terms of the licensing agreements, there is inherent risk with the related litigation and the Company makes no assurances as to the outcome of such litigation.

Baker Hughes Oilfield Operations Inc., et al., No.

4:25-cv-03459, all in the United States District Court for the Southern District of Texas.

We have also recently initiated litigation against Taurex Drill Bits.

The legal filings to date can be found in the case Grant Prideco, Inc., et al.

Taurex Drill Bits, L.L.C., No.

25-BC11B-0065, in the Eleventh Business Court Division for Harris County, Texas.

On September 29, 2025, and October 7, 2025, in the lawsuits against Halliburton, Ulterra and Varel, the Court issued two rulings, the effect of which is that NOV cannot collect royalties under the License Agreements, after the date each Licensee stopped making royalty payments.

NOV believes the Court’ s ruling is incorrect, and once the Court has entered an appealable order in each case, NOV intends to appeal the Court’s rulings.

While the Company continues to strongly believe that the royalties for which it has sued are due and owing pursuant to the terms of the licensing agreements, there is inherent risk with the related litigation and the Company makes no assurances as to the outcome of such litigation.

See Note 6 to the Consolidated Financial Statements for discussion of the financial impact of royalties.

The protection of intellectual property is important to the Company’s performance, and as such, an adverse result in disputes related to our intellectual property could result in materially adverse financial consequences such as a decline in sales of products protected by patents, which could materially and adversely impact our financial performance.

From time to time purchasers of our products and services or members of our supply chain or sales chain become involved in litigation, governmental investigations, internal investigations, political or other enforcement matters, or other dispute proceedings.

In such circumstances, such proceedings may adversely impact the ability of purchasers of our products, entities providing financial support to such consumers or entities in the supply chain or sales chain to timely perform their business plans or to timely perform under agreements with us.

We may, from time to time, become involved in these proceedings at substantial cost to the Company.

The Company is exposed to customs and trade regulation risk, including tariffs, in the countries in which we do business and countries from which, or to which, we import or export goods.

Such trade regulations can be complex and conflicting, as different countries use trade regulation to promote conflicting policy objectives.

Compliance with these laws and regulations presents challenges which could result in future liabilities (for example, alleged violation of those laws or when laws conflict between countries).

The Company may face increased tariffs and trade costs, loss of revenue, loss of customers, fines, penalties, increased costs, the need for renegotiation of agreements, and other business disruptions.

Trade regulations, supply chain regulations, and other regulatory compliance in different jurisdictions may conflict with one another or with contractual terms with our various counterparties.

In such circumstances, our compliance with U.S.

laws and regulations may subject us to risk of fines, penalties, or contractual liability in other jurisdictions.

Our efforts to actively manage such risks may not always be successful, and this could lead to negative impacts on revenue or earnings.

In addition, trade regulations, export controls, and other laws adversely impact our ability to do business in certain countries, e.g., Iran, Syria, Russia, China and Venezuela.

In response to additional sanctions enacted by governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries regarding the armed conflict in Ukraine, we ceased new investments in Russia and have curtailed our activities there.

During the third quarter of 2022, we entered into an agreement to sell our business in Russia.

The sale is subject to various government approvals in Russia, the U.S.

The Russian government continues to enact new laws impacting the exit of western companies from Russia, including some instances of expropriation of western businesses.

During the first quarter of 2025, the U.S.

enacted additional sanctions on Russian operations which further restricted our control of the activities within our Russian operations and resulted in the deconsolidation of our Russian subsidiaries, such that their financial results are no longer included in our consolidated financial statements.

We may incur additional costs as a result of conditions in Russia if we are unable to complete the transaction to sell our Russian business on the terms of the agreements.

Geopolitical events continue to pose supply chain and other business risks.

The Company’s ability to manufacture equipment and perform services could be impaired by such disruptions and the Company could be exposed to liabilities resulting from additional interruption or delay in its ability to perform due to factors such as war, materials shortages, inflationary pressures, limited manpower or otherwise.

We may face loss of workers, labor shortages, litigation, fines and/or other adverse consequences resulting from ongoing labor impacts.

The combined impact of supply chain and labor market disruptions, tariffs, continuing inflationary impacts, as well as monetary and regulatory policies could have material adverse impacts on our financial results.

Disputes may arise from a variety of causes, including weather impacts, cyber, geopolitical, regulatory or other business risks.

These risks may trigger the application of force majeure and other contract provisions concerning allocation of responsibility among customers, the Company, and suppliers, resulting in material added cost and/or litigation.

Our customers may attempt to cancel or delay projects, cancel contracts, or may invoke force majeure clauses.

Our customers may also seek to delay or may default on their payments to us.

As a result, the Company may be exposed to additional costs, liabilities and risks which could materially adversely impact our financial performance and results.

These potential operational and service delays could result in contractual or other legal claims from our customers.

At this time, it is not possible to quantify all these risks, but the combination of these factors could have a material impact on our financial results.

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 1. Financial Statements