What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-14 · 233 added, 256 removed, 1063 unchanged (32% of the section changed)

71 unchanged sentences

Long-Term Incentive Plan, as amended and restated (7)*

Form of Severance Agreement (Exhibit 10.2) (8)*

Form of Executive Employment Agreement (Exhibit 10.1) (9)*

Form of Executive Severance Agreement (Exhibit 10.2) (9)*

Form of Restricted Stock Unit Agreement (2022) (Exhibit 10.1) (10)*

Executive Severance Plan and Form of Participation Agreement (Exhibit 10.16) (10)*

Form of Performance Award Agreement (2022) (Exhibit 10.2) (11)*

Form of Employee Nonqualified Stock Option Grant Agreement (2022) (Exhibit 10.3) (10)*

Form of Non-Employee Director Restricted Stock Unit Agreement (Exhibit 10.1) (12)*

Form of Performance Award Agreement (2023) (Exhibit 10.1) (13)*

Form of Performance Award Agreement (2024) (Exhibit 10.3) (14)*

Form of Restricted Stock Unit Agreement (Exhibit 10.1) (15)

Form of Performance Award Agreement (2025) (Exhibit 10.2) (15)

Form of Employee Nonqualified Stock Option Grant Agreement (2024) (Exhibit 10.4) (13)*

Form of Employee Nonqualified Stock Option Agreement (Exhibit 10.3) (15)

Retirement Policy for Equity Awards (Exhibit 10.1) (16)*

1 unchanged sentence

Single Premium Guaranteed Annuity Contract Purchase Agreement, dated February 14, 2023 (Exhibit 10.1) (17)*

Executive Severance Plan and Form of Participation Agreement (16)*

NOV Policy on Insider Trading (16)

NOV Policy on Insider Trading (Exhibit 19) (10)

Subsidiaries of the Registrant (18)

22 unchanged sentences

(7) Filed as Appendix I to our Proxy Statement filed on April 9, 2025.

(8) Filed as an Exhibit to our Current Report on Form 8-K filed on December 4, 2023.

(8) Filed as an Exhibit to our Current Report on Form 8-K filed on November 24, 2014.

(9) Filed as an Exhibit to our Current Report on Form 8-K filed on December 4, 2023.

(10) Filed as an Exhibit to our Annual Report on Form 10-K filed on February 14, 2025.

(11) Filed as an Exhibit to our Current Report on Form 8-K filed on February 22, 2022.

2 unchanged sentences

(14) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 26, 2024.

(15) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 29, 2025.‎

(16) Filed as an Exhibit to our Current Report on Form 8-K filed on July 12, 2022.

8 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Each person whose signature appears below in so signing, constitutes and appoints Clay C.

Williams and Jose A.

Bayardo, and each of them acting alone, his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to this report, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his/her substitute or substitutes may do or cause to be done by virtue hereof.

Each person whose signature appears below in so signing, constitutes and appoints Jose A.

Bayardo and Rodney C.

Reed, and each of them acting alone, his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments to this report, and in each case to file the same, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his/her substitute or substitutes may do or cause to be done by virtue hereof.

Chairman, President and Chief Executive Officer

February 12, 2026

/s/ RODNEY C.

Senior Vice President and Chief Financial Officer

3 unchanged sentences

February 12, 2026

February 14, 2025

/s/ MARCELA E.

7 unchanged sentences

Patricia Martinez

February 14, 2025

/s/ PATRICIA B.

17 unchanged sentences

Chairman, President and Chief Executive Officer

/s/ Rodney C.

Senior Vice President and Chief Financial Officer

46 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue recognition under long-term construction contracts

12 unchanged sentences

and performing lookback analyses to historical actual costs to assess management’s ability to estimate.

Valuation of goodwill

Description of the Matter

As discussed in Note 6 to the consolidated financial statements, based on the Company's annual impairment test, the excess of the estimated fair values of certain reporting units over their respective carrying amounts was less than 15%, and these reporting units had an aggregate goodwill balance of approximately $313 million as of December 31, 2025.

Goodwill is evaluated by the Company for impairment at least annually, in the fourth quarter, unless there are indications of impairment at other points throughout the year.

Goodwill is evaluated for impairment at the reporting unit.

Auditing management’s goodwill impairment test is complex and, with respect to one reporting unit with significant goodwill that did not have a fair value substantially in excess of its carrying value, as defined above, involved subjective auditor judgment and the involvement of a valuation specialist due to the significant estimation required to determine the fair value of the reporting unit.

In particular, the fair value estimate for that reporting unit is sensitive to assumptions such as projected cash flows and weighted average cost of capital.

These assumptions are sensitive to and affected by expected future market or economic conditions, and industry and company-specific qualitative factors.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment assessment process, including management’s review controls over the significant assumptions described above as well as the underlying data used in the Company’s valuation models.

To test the estimated fair value of the one reporting unit with significant goodwill and a fair value that did not significantly exceed its carrying value, we performed audit procedures that included, among others, evaluating the Company’s valuation methodologies, testing the significant assumptions described above and testing the underlying data used by the Company in its analysis.

We compared the projected cash flows to the Company’s historical cash flows and other available industry forecast information.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing certain significant assumptions.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

In addition, we also tested management’s reconciliation of the fair value of the Company’s reporting units to its market capitalization.

/s/ Ernst & Young LLP

49 unchanged sentences

Selling, general and administrative

Goodwill and long-lived asset impairment

Operating profit

1 unchanged sentence

Interest income

Equity income in unconsolidated affiliates

Equity income (loss) in unconsolidated affiliates

Other expense, net

1 unchanged sentence

Provision (benefit) for income taxes

Net loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Net income attributable to Company

11 unchanged sentences

Comprehensive income

Net loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Comprehensive income attributable to Company

4 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided (used in) by

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

Russia/Belarus impairment and loss on assets held for sale

Goodwill and long-lived asset impairment

Deferred income taxes

Stock-based compensation

Equity income in unconsolidated affiliates

Equity (income) loss in unconsolidated affiliates

Dividend from unconsolidated affiliate

Gain on business divestiture

Provision for inventory losses

Change in operating assets and liabilities, net of acquisitions:

6 unchanged sentences

Other assets/liabilities, net

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

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Cash dividends paid

Shares repurchases

Share repurchases

Net cash used in financing activities

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Balance at December 31, 2022

Other comprehensive loss

Other comprehensive income

Cash dividends, $ 0.20 per common share

Transactions with non-controlling interests

Stock-based compensation

2 unchanged sentences

Balance at December 31, 2023

Other comprehensive income, net

Other comprehensive loss

Cash dividends, $ 0.275 per common share

3 unchanged sentences

Withholding taxes

Share repurchases

Balance at December 31, 2024

Other comprehensive loss

Other comprehensive income

Cash dividends, $ 0.51 per common share

32 unchanged sentences

The Company evaluates inventory using the best information available at the time to inform our assumptions and estimates about future demand and resulting sales volumes, and records reserves as necessary.

We recorded charges (credits) to inventory reserves of $ 31 million, $ 28 million, and $ ( 18 ) million for the years ended December 31, 2024, 2023, and 2022, respectively.

We recorded charges to inventory reserves of $ 36 million, $ 31 million, and $ 28 million for the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2025 and 2024, inventory reserves totaled $ 261 million and $ 286 million, or 12.7 % and 12.9 % of gross inventory, respectively.

13 unchanged sentences

Subsequent changes to preliminary amounts are made prospectively.

The Company paid cash of $ 298 million, $ 22 million, and $ 49 million, net of cash acquired, for acquisitions for the years ended December 31, 2024, 2023 and 2022 , respectively.

There were no acquisitions for the year ended December 31, 2025.

The Company paid cash of $ 298 million and $ 22 million, net of cash acquired, for acquisitions for the years ended December 31, 2024 and 2023 , respectively.

Foreign Currency

83 unchanged sentences

Based on a review of these factors, the Company will establish or adjust allowances for specific customers.

As of December 31, 2024, and December 31, 2023, the allowance for credit losses totaled $ 67 million and $ 72 million, respectively.

As of December 31, 2025 and 2024, the allowance for credit losses totaled $ 64 million and $ 67 million, respectively.

Stock-Based Compensation

21 unchanged sentences

Dilutive effect of employee stock options and other unvested

Diluted outstanding shares

Diluted—weighted average common shares outstanding

Net income attributable to Company per share:

1 unchanged sentence

Net income attributable to Company allocated to participating securities was immaterial for the years ended December 31, 2025, 2024 and 2023 and therefore not excluded from net income attributable to Company per share calculation.

The Company had stock options outstanding that were anti-dilutive totaling 16 million, 18 million, and 20 million at December 31, 2024, 2023 and 2022 , respectively.

The Company had stock options and restricted shares outstanding that were anti-dilutive totaling 15 million, 16 million, and 18 million at December 31, 2025, 2024 and 2023 , respectively.

Recently Issued Accounting Standards

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

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to improve the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for required income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

The Company continues to evaluate the impact of this standard on its disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”), which improves the disclosures required for certain expense captions in the Company’s annual and interim consolidated financial statements.

2 unchanged sentences

Recently Adopted Accounting Standards

The Company has adopted ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), effective retrospectively for the fiscal year ended December 31, 2024 .

ASU 2023-07 improves the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements.

As a result of this adoption, the Company’s segment disclosure now includes significant expense categories and the segment performance metric.

See Note 16 to the Consolidated Financial Statements for the disclosures associated with the adoption of ASU 2023-07.

The Company adopted ASU 2023-09 , “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), on a prospective basis effective for the fiscal year ended December 31, 2025 .

The amendments in ASU 2023-09 enhance transparency and usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

Derivative Financial Instruments

3 unchanged sentences

At December 31, 2025, the Company has determined the fair value of its derivative financial instruments representing assets of $ 5 million and liabilities of $ 4 million (currency related derivatives) using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange and interest rates at each financial reporting date.

At December 31, 2024, the net fair value of the Company’s foreign currency forward contracts totaled a net liability of $ 21 million.

At December 31, 2025, the net fair value of the Company’s foreign currency forward contracts totaled a net asset of $ 1 million.

Forward currency contracts consist of (in millions):

2 unchanged sentences

December 31, 2024

Colombian Peso

South Korean Won

Norwegian Krone

South African Rand

Singapore Dollar

Canadian Dollar

Brazilian Real

British Pound Sterling

South African Rand

Canadian Dollar

Colombian Peso

Cash Flow Hedging Strategy

2 unchanged sentences

The Company includes time value in hedge relationships.

The Company expects accumulated other comprehensive loss of $ 12 million will be reclassified into earnings within the next twelve months.

The Company expects accumulated other comprehensive gain of $ 2 million will be reclassified into earnings within the next twelve months.

Non-designated Hedging Strategy

3 unchanged sentences

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

Fair Values of Derivative Instruments

(In millions)

Asset Derivatives

2 unchanged sentences

Balance Sheet

Derivatives designated as hedging

instruments under ASC Topic 815

Derivatives designated as hedging instruments under ASC Topic 815

Foreign exchange contracts

3 unchanged sentences

Other liabilities

Total derivatives designated as hedging

instruments under ASC Topic 815

Derivatives not designated as hedging

instruments under ASC Topic 815

Designated total

Derivatives not designated as hedging instruments under ASC Topic 815

Foreign exchange contracts

3 unchanged sentences

Other liabilities

Total derivatives not designated

as hedging instruments under ASC Topic 815

Total derivatives

Non-designated total

Inventories, net

19 unchanged sentences

Balance at December 31, 2024

Goodwill acquired during period

Adjustment during the measurement period of assets acquired

Reclassification between segments

Currency translation adjustments and other

3 unchanged sentences

Amortization expense of identified intangibles is expected to be approximately $ 51 million, $ 47 million, $ 39 million, $ 28 million, and $ 24 million for the next five years.

As of December 31, 2024, we provisionally recorded $ 102 million of amortizable intangible assets that were acquired through several strategic acquisitions made during the year.

The fair value of the assets acquired are preliminary and subject to change until we finalize our accounting for these acquisitions.

The net book values of identified intangible assets are identified by segment as follows (in millions):

3 unchanged sentences

Additions to intangible assets

Intangible assets acquired

Currency translation adjustments and other

1 unchanged sentence

Additions to intangible assets

Intangible assets acquired

Adjustment during the measurement period of assets acquired

Reclassification between segments

Currency translation adjustments and other

10 unchanged sentences

Total identified intangibles

The following table presents intangible assets that were acquired during the year ended December 31, 2024 by major classification (in millions):

Net Book Value

Weighted Average Amortization Period (in years)

December 31, 2024:

Customer relationships

Total identified intangibles

Goodwill represents the excess of acquisition price paid over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed.

5 unchanged sentences

However, if the Company concludes otherwise, then it is required to perform a quantitative assessment.

If and when the Company performs a quantitative assessment, it compares the reporting unit’s carrying value to the respective fair value.

For the year ended December 31, 2025, the Company elected to bypass the qualitative assessment and proceed directly to a quantitative goodwill impairment test for each reporting unit.

When the Company performs a quantitative assessment, it compares the reporting unit’s carrying value to the respective fair value.

Fair value of the reporting unit is determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

10 unchanged sentences

If the evaluation indicates that the carrying value of the finite-lived intangible asset may not be recoverable, the potential impairment is measured at fair value.

During the fourth quarter of 2024, the Company performed its annual impairment test, as described in ASC Topic 350, by electing to first perform a qualitative assessment.

Based on the results of the assessment, the Company concluded it was more likely than not that the fair values of each of its reporting units and indefinite lived intangible assets was greater than its carrying value and no further testing was performed.

No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024 or 2023 .

During the fourth quarter of 2025, the Company perform ed its annual impairment test, as described in ASC Topic 350, as of October 1, 2025.

Based on the results of the assessment, the Company concluded that the estimated fair value of its Renewables reporting unit was below its carrying amount.

As a result, the Company recorded a goodwill impairment charge of $ 40 million related to the Renewables reporting unit during the year ended December 31, 2025.

The goodwill impairment charge was recognized within “Goodwill and long-lived asset impairment” in the Consolidated Statements of Income.

Following the impairment, the Renewables reporting unit has no remaining goodwill balance.

No goodwill impairment was identified for the Company’s other reporting units as part of the annual impairment test performed as of October 1, 2025.

However, the estimated fair values of certain reporting units were not significantly in excess of their respective carrying amounts (excess fair value of 15 %), and these reporting units had an aggregate goodwill balance of approximately $ 313 million as of December 31, 2025.

A deterioration in market conditions, adverse changes in operating performance, or an increase in the Company’s cost of capital could result in future goodwill impairment charges for one or more of these reporting units.

In addition, the Company completed its annual impairment test of its indefinite-lived intangible assets as of October 1, 2025.

Based on the results of this assessment, the Company concluded that the estimated fair values of its indefinite-lived intangible assets exceeded their respective carrying amounts, and accordingly, no impairment charges were recorded for indefinite-lived intangible assets during the year ended December 31, 2025.

Accrued Liabilities

1 unchanged sentence

Taxes (non-income)

Fair value of derivatives

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

16 unchanged sentences

Sub-lease income

In addition to the above amounts, the Company recorded an operating lease right-of-use impairment charge of $ 30 million during the year ended December 31, 2025.

Supplemental information related to the Company’s leases is as follows (in millions):

Year Ended December 31,

Other information:

23 unchanged sentences

Principal payments of debt for years subsequent to 2025 are as follows (in millions):

On September 12, 2024, the Company entered into a new $ 1.5 billion five-year unsecured revolving credit facility.

This new credit facility replaced the Company’s previous $ 2.0 billion revolving credit facility.

The Company has the right to increase the aggregate commitments under this new agreement to an aggregate amount of up to $ 2.5 billion upon the consent of only those lenders holding any such increase.

The Company has a five-year unsecured revolving credit facility with a borrowing capacity of $ 1.5 billion, which matures on September 12, 2029.

The Company has the right to increase the aggregate commitments under this agreement to an aggregate amount of up to $ 2.5 billion upon the consent of only those lenders holding any such increase.

Interest under the multicurrency facility is based upon Secured Overnight Financing Rate (SOFR), Euro Interbank Offered Rate (EURIBOR), Sterling Overnight Index Average (SONIA), Canadian Overnight Repo Rate Average (CORRA), or Norwegian Interbank Offered Rate (NIBOR), plus 1.25 %, subject to a ratings-based grid or the U.S.

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

As of December 31, 2024 , the Company was in compliance with a debt-to-capitalization ratio of 23.8 % and had no outstanding borrowings or letters of credit 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 for the construction of a facility in Saudi Arabia.

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

As of December 31, 2025, the Company was in compliance with this covenant, with a debt-to-capitalization ratio of 23.8 % , and had no outstanding borrowings or letters of credit 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.

Interest under the bank line of credit is based upon SOFR plus 1.40 %.

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

As of December 31, 2024 , the joint venture was in compliance.

The facility construction was completed in the fourth quarter of 2022, and the joint venture will not have future borrowings on the line of credit.

The line of credit repayment schedule began in December 2022 with final payment no later than June 2032 .

As of December 31, 2025, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of December 31, 2025 , the Company has a carrying value of $ 84 million in borrowings related to this line of credit.

15 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023 , expenses for defined-contribution retirement plans were $ 90 million, $ 85 million, and $ 84 million, respectively, and all funding is current.

During the year ended December 31, 2023, the Company completed the settlement and termination of its defined benefit plan in the United States, resulting in excess plan assets being returned to the Company and an immaterial recognition of non-cash, pre-tax charges from accumulated other comprehensive loss to selling, general and administrative expenses in our consolidated statement of income.

During the year ended December 31, 2022, the Company offered a new benefit plan providing retiree medical coverage in the United States, and as of December 31, 2024 , approximately 9,300 employees are eligible for this coverage.

The Company offers a benefit plan providing retiree medical coverage in the United States, and as of December 31, 2025 , approximately 8,900 employees are eligible for this coverage.

In addition, approximately 600 U.S.

5 unchanged sentences

Interest cost

Actuarial loss (gain)

Actuarial gain

Benefits paid

Exchange rate loss (gain)

Special Termination Benefits

Benefit obligation at end of year

9 unchanged sentences

Defined Benefit Pension Plans

Net periodic benefit income (cost) for our defined benefit pension plans aggregated $( 3 ) million, $( 2 ) million, and $ 1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Net periodic benefit cost for our defined benefit pension plans aggregated $ 4 million, $ 3 million, and $ 2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Assumed long-term rates of return on plan assets, discount rates and rates of compensation increases vary for the different plans according to the local economic conditions.

18 unchanged sentences

4.74 % - 5.20 %

1.80 % - 2.20 %

International plans

52 unchanged sentences

Balance at December 31, 2025

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

Year Ended December 31,

Cost of revenue

Selling, general,

and administrative

The Company’s reporting currency is the U.S.

A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency.

As a result, currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or (loss).

The Company recorded other comprehensive (loss) income of $( 137 ) million, $ 113 million and $( 30 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

The effect of changes in the fair values of derivatives designated as cash flow hedges are accumulated in other comprehensive income (loss), net of tax, until the underlying transactions are realized.

The movement in other comprehensive income (loss) from period to period will be the result of the combination of changes in fair value of open derivatives and the outflow of other comprehensive income (loss) related to cumulative changes in the fair value of derivatives that have settled in the current period.

The accumulated effect was other comprehensive income (loss) of $( 5 ) million (net of $( 2 ) million tax), $( 1 ) million (net of $ 3 million tax), and $( 11 ) million (net of $( 3 ) million tax) for the years ended December 31, 2024, 2023 and 2022 .

The components of amounts reclassified from accumulated other comprehensive income (loss) during the years ended December 31, 2025, 2024 and 2023 represent the release of foreign currency translation adjustments due to the deconsolidation and liquidation of certain subsidiaries;

gains and losses reclassified on cash flow hedges when the hedged transaction occurs (see Note 3 to the Consolidated Financial Statements for further discussion);

and the amortization of net actuarial gains and losses, prior service credits, settlements, and curtailments, which are included in the computation of net periodic pension cost (see Note 10 to the Consolidated Financial Statements for further discussion).

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.

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 December 31, 2024, 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.

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.

No assurance can be given as to the outcome of these matters.

The total potential loss on these matters cannot be determined;

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.

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.

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 operates globally, with operations in 57 countries, and is therefore subject to variety of laws and regulations in multiple jurisdictions.

As a result, the Company may be involved in various legal or governmental proceedings, claims or investigations, including personal injury, property damage, environmental, intellectual property, commercial, tax, compliance, trade regulation and other matters arising in the ordinary course of business.

There is inherent risk in such matters, and no assurance can be given as to the outcome of these proceedings.

Except as discussed herein, the resolution of pending litigation and/or governmental proceedings, in the opinion of management, will not have a material adverse effect on our consolidated results of operations or consolidated financial position.

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

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

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

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

This technology resulted in a portfolio of patents related to leaching technology, a revolutionary technology owned by the Company that improves the performance of drill bits and other products utilizing certain synthetic diamond parts.

The Company previously sued several drill bit manufacturers for patent infringement and those lawsuits were resolved by a series of licensing agreements with various drill bit manufacturers.

The Company previously sued several drill bit manufacturers for patent infringement and those lawsuits were resolved by a series of licensing agreements with various drill bit manufacturers (the “License Agreements”).

To settle and end litigation or to avoid litigation, the licensees were provided access to the portfolio of leaching patents owned by the Company in exchange for a royalty payment, as defined in each License Agreement.

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Others paid for some period of time after that date but have since stopped making payments.

The Company has sued asserting that failure to pay the royalties is a breach of the license agreements at issue.

The Company is in litigation with most of the licensees seeking a judicial determination that it is entitled to be paid royalties pursuant to the terms of the licenses.

The licensees have responded with a number of alleged defenses and requests for declaratory judgment all focused on avoiding the payments called for under the licenses.

The parties’ legal filings to date can be found in two cases currently pending in the United States District Court for the Southern District of Texas:

The Company has sued asserting that failure to pay the royalties is a breach of the License Agreements.

The Company is in litigation with most of the licensees seeking a judicial determination that it is entitled to be paid royalties pursuant to the terms of the License Agreements.

The licensees have responded with a number of alleged defenses and requests for declaratory judgment all focused on avoiding the payments called for under the License Agreements.

The parties’ legal filings to date can be found in the following cases:

Grant Prideco, Inc., et al.

Schlumberger Tech.

Corp., et al., No.

Schlumberger Technology Corp., et al., No.

4:23-cv-00730;

and Halliburton Energy Serv, Inc.

Halliburton Energy Services, Inc.

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

4:23-cv-01789;

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.

and Grant Prideco, Inc., et al.

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 district court issued 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 has filed a Notice of Appeal.

The Company continues to strongly believe that the royalties for which it has sued are due and owing pursuant to the terms of the License Agreements.

Of course, there is inherent risk with the related litigation and the Company makes no assurances as to the outcome of such litigation.

See Note 14 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 sold our business in Belarus and 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.

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.

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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.

Common Stock and Stock Compensation

NOV has authorized 1 billion shares of $ 0.01 par value common stock.

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Total compensation cost that has been charged against income for all share-based compensation arrangements was $ 67 million, $ 70 million and $ 66 million for 2025, 2024 and 2023 , respectively.

The total income tax benefit recognized before consideration of valuation allowance in the consolidated statements of income for all share-based compensation arrangements was $ 2 million, $ 7 million and $ 3 million for 2024, 2023 and 2022, respectively.

The total income tax benefit (expense) recognized before consideration of valuation allowance in the Consolidated Statements of Income for all share-based compensation arrangements was $( 1 ) million, $ 2 million and $ 7 million for 2025, 2024 and 2023, respectively.

The Company’s stock-based compensation plan, known as the NOV Inc.

Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and amended and restated on May 24, 2022.

Long-Term Incentive Plan (the “NOV Plan”), was approved by shareholders on May 11, 2018 and amended and restated on May 24, 2022 and May 20, 2025.

The NOV Plan provides for the granting of stock options, restricted stock, restricted stock units, performance awards, phantom shares, stock appreciation rights, stock payments and substitute awards.

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Year Ended December 31,

Shares under option at beginning

Shares under option at beginning of year

Shares under option at end of year

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$ 35.01 - $ 38.86

The weighted-average remaining contractual term for outstanding and exercisable stock options at December 31, 2024, was 3.41 years and 2.72 years, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2024, was $ 0 .

As of December 31, 2025 , the weighted-average remaining contractual term for outstanding and exercisable stock options was 3.36 years and 2.79 years, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2025 , was zero .

The weighted-average fair value of options granted during 2025, 2024 and 2023 , was approximately $ 6.67 , $ 7.90 , and $ 9.75 per share, respectively, as determined using the Black-Scholes option-pricing model.

The total intrinsic value of options exercised was $ 1 million during 2024 and 2023.

The total intrinsic value of options exercised was zero during 2025 and $ 1 million during 2024.

The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables.

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This cost is expected to be recognized over a weighted-average period of three years .

The total fair value of stock options vested in 2024, 2023 and 2022 was approximately $ 9 million, $ 9 million and $ 10 million, respectively.

Cash received from option exercises for 2024 was $ 3 million.

Cash received from option exercises was $ 4 million and $ 2 million in 2023 and 2022 , respectively.

The total fair value of stock options vested in 2025, 2024 and 2023 was approximately $ 9 million for each year.

Cash received from option exercises for 2025 was zero , and $ 3 million and $ 4 million in 2024 and 2023 , respectively.

The actual tax benefit (expense) realized for the tax deductions from share-based compensation was zero in 2025, 2024, and 2023.

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Restricted Shares

The Company issues restricted stock awards and restricted stock units to officers and key employees in addition to stock options.

The Company issues restricted stock units (“RSUs”) and performance share awards (“PSAs”) to officers and key employees in addition to stock options.

On February 19, 2025, under the NOV Plan, the Company granted 526,425 stock options with a fair value of $ 6.67 per option and an exercise price of $ 15.28 per share;

2,571,356 restricted stock units with a fair value of $ 17.52 per share;

and performance share awards (PSAs) to senior management employees with potential payouts varying from zero to 1,061,644 shares.

3,214,507 RSUs with a fair value of $ 15.28 per share;

and PSAs to senior management employees with potential payouts varying from zero to 1,217,278 shares.

On March 6, 2025, the Company granted 750 RSUs with a grant price of $ 14.35 .

On March 20, the Company granted 82,781 RSUs with a grant price of $ 15.10 per share;

and PSAs to senior management employees with potential payouts varying from zero to 152,316 shares.

The stock options vest over a three-year period from the grant date.

The restricted stock units vest in three equal annual installments commencing on the first anniversary of the grant date.

The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

The 2025 PSAs can be earned based on performance against two established goals over a three-year period :

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NVA is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets, with certain adjustments.

On April 28, 2025, the Company granted 1,839 restricted stock units with a fair value of $ 12.24 per share.

The awards were granted to employees and vest in three equal annual installments commencing on the first anniversary of grant date.

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.

On May 13, 2024, the Company granted 2,667 restricted stock units with a fair value of $ 18.76 per share.

On May 30, 2024, the Company granted 13,639 restricted stock units with a fair value of $ 18.33 per share.

The awards were granted to employees and vest in three equal annual installments commencing on the first anniversary of grant date.

The following summary presents information regarding outstanding restricted shares:

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Nonvested at end of year

At December 31, 2024 , there was approximately $ 64 million of unrecognized compensation cost related to nonvested restricted stock awards and restricted stock units, which is expected to be recognized over a weighted-average period of two years .

At December 31, 2025 , there was approximately $ 68 million of unrecognized compensation cost related to nonvested RSUs and PSAs, which is expected to be recognized over a weighted-average period of two years .

Disaggregation of Revenue

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Energy Products

and Solutions

North America

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Energy Products

and Solutions

North America

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Energy Products

and Solutions

North America

International

Intersegment revenue

In the table below, the revenue streams of the Energy Products and Services segment are categorized as services and rentals, sales of shorter-lived capital equipment, and sales of consumable products.

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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 $ 67 million, $ 78 million, and $ 80 million for years ended December 31, 2024, 2023, and 2022, respectively.

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 December 31, 2024 , the receivables of $ 121 million, net of allowances of $ 26 million for credit losses and $ 14 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 in accordance with the policy described in Note 2.

The Company recognized revenue for drill bit licenses of a pproximately $ 57 million, $ 67 million, and $ 78 million for years ended December 31, 2025, 2024, and 2023, 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.

Effective October 1, 2025, we stopped recording royalty revenue due to increasing difficulty to reasonably estimate the amount of revenue given the length of time since the licensee’s last royalty payment, however, the Company believes it is entitled to royalty payments beyond the third quarter of 2025.

As of December 31, 2025 , royalty receivables of $ 133 million, net of related reserves of $ 78 million and the remaining timing related discount of $ 47 million, are included in “Other assets” on the Consolidated Balance Sheets.

The Company’s revenue recognition in accordance with generally accepted accounting principles, including the reserves and discounts discussed above, 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 collectability of the receivables in accordance with the policy described in Note 2.

See Note 12 to the Consolidated Financial Statements for discussion of the ongoing litigation.

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Balance at December 31, 2025

The domestic and foreign components of income before income taxes were as follows (in millions):

The domestic and foreign components of income (loss) before income taxes were as follows (in millions):

Year Ended December 31,

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The difference between the effective tax rate reflected in the provision (benefit) for income taxes and the U.S.

federal statutory rate was as follows (in millions):

federal statutory rate was as follows (in millions) for the year ended December 31, 2025:

Year Ended December 31, 2025

U.S federal statutory income tax rate

state and local income taxes, net of federal income tax effect (1)

Foreign tax effects

State and local taxes

Withholding taxes

Changes in valuation allowances

Nondeductible expense

Adjustment to prior year taxes

Changes in valuation allowances

Foreign currency gain

Refund of withholding taxes

Withholding taxes

United Kingdom

Adjustment to prior year taxes

Other foreign jurisdictions

Effect of cross-border tax laws

Foreign income inclusions, net of foreign tax credits

Impact of BEAT provisions

FDII deduction

Income tax credits

Changes in deferred tax valuation allowance

Nondeductible expenses

Impairment of nondeductible goodwill

Tax expense on stock compensation

Change in uncertain tax benefits

Total income tax provision

(1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in the category include Texas and Louisiana.

The effective tax rate for the year ended December 31, 2025 was 59.7 %, compared to 23.6 % for 2024.

For 2025, the effective tax rate was negatively impacted by the establishment of additional valuation allowances for foreign tax credit carryforwards and losses in certain jurisdictions with no tax benefit, an unfavorable earnings mix including withholding taxes in higher tax rate jurisdictions, and the impairment of nondeductible goodwill, partially offset by the release of reserves for unrecognized tax benefits.

The difference between the effective tax rate reflected in the provision (benefit) for income taxes and the U.S.

federal statutory rate disclosed as follows (in million) for the years ended December 31, 2024 and 2023:

Year Ended December 31,

Federal income tax at U.S.

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Foreign inclusions and FDII, net of foreign tax credits

Change in uncertain tax positions

Change in uncertain tax benefits

Withholding taxes

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The effective tax rate for the year ended December 31, 2024 was 23.6 %, compared to ( 60.9 )% for 2023.

For the year ended 2024 , the effective tax rate was negatively impacted by increased withholding taxes, nondeductible expenses, and losses in certain jurisdiction with no tax benefit, partially offset by a lower rate of U.S.

For 2024, the effective tax rate was negatively impacted by increased withholding taxes, nondeductible expenses, and losses in certain jurisdictions with no tax benefit, partially offset by a lower rate of U.S.

tax on global intangible low-taxed income (GILTI) and the deduction of foreign-derived intangible income (FDII) and the release of valuation allowances in certain jurisdictions as a result of improving forecasted taxable income and availability of net operating losses.

During 2023, the Company determined it was more likely than not that the Company would be able to realize the benefit of a substantial portion of the deferred tax assets in the United States and the majority of its other international jurisdictions.

In reaching this determination, the Company considered the growing trend of profitability over the preceding three years, particularly in the United States, as well as expectations regarding the generation of future taxable income and the sources of future taxable income.

As a result of this analysis, the Company recognized a discrete tax benefit related to the release of valuation allowances of $ 299 million in the United States and $ 186 million outside the United States.

The effective tax rate was also favorably impacted by adjustments related to utilization of losses and tax credits for current and prior year tax returns, partially offset by current year losses in certain jurisdictions with no tax benefit.

As of December 31, 2024, the Company continues to maintain a valuation allowance of $ 266 million primarily related to foreign tax credit carryforwards in the United States and deferred tax assets in certain other jurisdictions due to several factors, including specific jurisdictions in which the Company does not project to generate sufficient future taxable income to realize all or a portion of its deferred tax assets specific to that jurisdiction;

the specific nature and timing of future taxable income required to realize certain tax credit carryforwards, most notably U.S.

foreign tax credits;

and the timing of expiration of certain tax credit carryforwards.

Significant components of our deferred tax assets and liabilities were as follows (in millions):

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Net deferred tax asset

The valuation allowance decreased by $ 80 million during 2024 .

This decrease is comprised of $ 40 million due to the Company’s evaluation of the realizability of deferred tax assets based on future projections of taxable income, $ 24 million related to current year utilization of deferred tax assets, $ 11 million related to the expiration or forfeiture of deferred tax assets, and $ 5 million related to foreign currency exchange rate changes.

The valuation allowance increased by $ 86 million during 2025 to $ 352 million as of December 31, 2025.

The valuation allowance primarily related to foreign tax credit carryforwards in the United States and deferred tax assets in certain other jurisdictions due to several factors, including specific jurisdictions in which the Company does not project to generate sufficient future taxable income to realize all or a portion of its deferred tax assets specific to that jurisdiction;

the specific nature and timing of future taxable income required to realize certain tax credit carryforwards, most notably U.S.

foreign tax credits;

and the timing of expiration of certain tax credit carryforwards.

This increase in valuation allowance was comprised of $ 82 million due to the Company’s evaluation of the realizability of deferred tax assets based on future projections of taxable income and $ 4 million related to foreign currency exchange rate changes.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

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Unrecognized tax benefit at end of year

The balance of unrecognized tax benefits at December 31, 2024, 2023 and 2022 was $ 68 million, $ 67 million and $ 62 million, respectively.

Accruals related to prior year domestic and foreign jurisdiction issues resulted in uncertain tax position increases of $ 4 million in 2024.

Substantially all of the unrecognized tax benefits, if ultimately realized, would be recorded as a reduction to income tax expense in the period realized.

The Company does not anticipate any material change within the next twelve months due to settlements and conclusions of tax examinations.

To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts have been classified as a component of income tax expense in the financial statements consistent with the Company’s policy.

For the years ended December 31, 2024, 2023 and 2022, we recorded income tax expense of $ 4 million, $ 5 million and $ 8 million, respectively, for interest and penalty related to unrecognized tax benefits.

As of December 31, 2024 and 2023, the Company had accrued $ 24 million and $ 20 million, respectively, of interest and penalty relating to unrecognized tax benefits.

To the extent penalties and interest would be assessed on any underpayment of income tax, or interest would be received on tax payments made in connection with tax disputes, such accrued amounts have been classified as a component of income tax expense in the financial statements consistent with the Company’s policy.

For the years ended December 31, 2025, 2024 and 2023, we recorded income tax expense (benefit) of $( 27 ) million, $ 4 million and $ 5 million, respectively, for interest and penalty related to unrecognized tax benefits.

As of December 31, 2025 and 2024, the Company had accrued a receivable (payable) of $ 7 million and $( 24 ) million, respectively, of interest and penalty relating to unrecognized tax benefits.

The Company is subject to taxation in the United States as well as various states and foreign jurisdictions.

The Company has significant operations in the United States, Norway, Saudi Arabia, Brazil, China, the United Kingdom, the Netherlands, Denmark, and Mexico.

Tax years that remain subject to examination by major tax jurisdictions vary by legal entity, but are generally open in the U.S.

for tax years ending after 2013 and outside the U.S.

for tax years ending after 2018.

The Company has significant operations in the United States, Norway, Saudi Arabia, Brazil, China, the United Kingdom, the Netherlands, Denmark, Canada, and Mexico.

Tax years that remain subject to examination by major tax jurisdictions vary by legal entity, but are open in the U.S.

for tax years 2017, 2018, and tax years ending after 2021 and outside the U.S.

for tax years generally ending after 2018.

Net operating loss carryforwards by jurisdiction and expiration as of December 31, 2025 were as follows (in millions):

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Tax effected NOL

The Company has $ 239 million of excess foreign tax credits in the United States as of December 31, 2024 , of which $ 116 million, $ 92 million, $ 10 million, $ 10 million, $ 8 million and $ 3 million will expire in 2027, 2028, 2030, 2031, 2032 and 2033 respectively.

The Company has $ 285 million of excess foreign tax credits in the United States as of December 31, 2025 , of which $ 116 million and $ 92 million will expire in 2027 and 2028, respectively.

The remaining foreign tax credits of $ 77 million generally expire between 2030 and 2035.

Cash paid (received) for income taxes for the year ended December 31, 2025, is as follows (in millions):

federal income taxes

state income taxes

Total income taxes paid (received)

Business Segments and Geographic Areas

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Consequently, the CEO has been identified as the CODM.

The CODM regularly receives information directly from the Segment Presidents as well as the business units.

The CODM regularly receives information directly from the Segment Presidents as well as the

business units.

However, for decision-making purposes related to the assessment of performance and allocation of resources, the CODM uses financial information at the segment level.

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The Company’s Energy Products and Services segment primarily designs, manufactures, rents, and sells products and equipment used in drilling, intervention, completion, and production activities.

Products include drill bits, downhole tools, premium drill pipe, drilling fluids, managed pressure drilling, integral and weld-on connectors for conductor strings and surface casing, completion tools, and artificial lift systems.

Products include drill bits, downhole tools, premium drill pipe, drilling fluids, integral and weld-on connectors for conductor strings and surface casing, completion tools, and artificial lift systems.

The segment also designs, manufactures, and delivers high-end composite pipe, tanks, and structures engineered to solve both corrosion and weight challenges in a wide variety of applications, including oil and gas, chemical, industrial, wastewater, fuel handling, marine and offshore, and rare earth mineral extraction.

In addition to product and equipment sales, the segment provides services, software, and digital solutions to improve drilling and completion operational performance.

Services include tubular inspection and coating, solids control, waste management, and managed pressure drilling.

Services include tubular inspection and coating, solids control, waste management.

Software and digital solutions offered include drilling and completion optimization and remote monitoring (via downhole and surface instrumentation), wired drill pipe services, software controls and applications, and data management and analytics services at the edge and in the cloud.

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The segment designs, manufactures, and integrates technologies for drilling and producing oil and gas wells.

This includes equipment and technologies needed for drilling, including land rigs, offshore drilling equipment packages, drilling rig components, and software control systems that mechanize and automate the drilling process and rig functionality;

hydraulic fracture stimulation, including pressure pumping trucks, blenders, sanders, hydration units, injection units, flowline, and manifolds;

This includes equipment and technologies needed for drilling, including land rigs, offshore drilling equipment packages, drilling rig components, managed pressure drilling, and software control systems that mechanize and automate the drilling process and rig functionality;

hydraulic fracture stimulation;

well intervention, including coiled tubing units, coiled tubing, and wireline units and tools;

cementing products for pumping, mixing, transport, and storage;

cementing products;

onshore production, including fluid processing, and surface transfer as well as progressive cavity pumps;

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industrial markets, where the segment provides pumps and mixers for a wide breadth of industrial end markets;

and other energy transition markets, where it is applying its gas processing expertise to provide solutions that aid in wind power development, hydrogen production and carbon sequestration.

and other renewable energy markets, where it is applying its gas processing expertise to provide solutions that aid in wind power development, hydrogen production and carbon sequestration.

The following table presents financial data by business segment (in millions):

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Selling, general, and administrative (2)

Goodwill and long-lived asset impairment

Depreciation and amortization

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however, segments originating an external sale are credited with the full profit to the Company.

Eliminations and corporate costs include intercompany transactions conducted between the three reporting segments that are eliminated in consolidation, as well as corporate costs not allocated to the segments.

Eliminations and corporate costs include intercompany transactions conducted between the two reporting segments and with Corporate that are eliminated in consolidation, as well as corporate costs not allocated to the segments.

Intercompany transactions within each reporting segment are eliminated within each reporting segment.

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Corporate assets consist primarily of cash and fixed assets.

(2) Included in cost of revenue and selling, general, and administrative expenses are pre-tax charges (credits) within Other Items of $( 109 ) million, $ 51 million, and $ 114 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

Other Items included in cost of revenue for 2024 includes a credit related to a gain on business divestiture (Energy Equipment $ 130 million);

credits related to gains on sales of previously reserved inventory (Energy Equipment $ 3 million);

charges related to severance and other restructuring costs (Energy Products and Services $ 8 million and Energy Equipment $ 15 million), and a credit related to Russia impairment (Energy Products and Services $ 1 million).

Other Items included in selling, general, and administrative expenses for 2023 includes charges related to voluntary early retirement program (VERP) (Energy Products and Services $ 29 million and Energy Equipment $ 19 million);

credit related to release of an earnout accrual (Energy Equipment $ 25 million);

charges related to severance and other restructure costs (Energy Equipment $ 10 million).

Other items included in cost of revenue for 2023 include a non-cash discount charge on royalty receivables (Energy Products and Services $ 25 million);

credits related to gains on sales of previously reserved inventory (Energy Products and Services $ 1 million and Energy Equipment $ 19 million);

charges related to severance and other restructuring costs (Energy Equipment $ 1 million).

Other Items included in selling, general, and administrative expenses for 2022 include Russia impairment and other charges (Energy Products and Services $ 11 million and Energy Equipment $ 40 million).

Other items included in cost of revenue for 2022 include Russia impairment and other charges (Energy Products and Services $ 60 million and Energy Equipment $ 12 million);

charges related to severance and other restructuring costs (Energy Products and Services $ 2 million and Energy Equipment $ 6 million);

and credits related to gains on sales of previously reserved inventory (Energy Products and Services $ 1 million and Energy Equipment $ 34 million).

(2) Operating profit for the year ended December 31, 2025, included (i) charges of $ 96 million, reported in “Cost of revenue,” primarily related to a severance charges of $ 72 million associated with facility consolidations and other restructuring activities, and a discount charge of $ 24 million to reflect delayed timing of the expected cash collection of royalty receivables currently in litigation as discussed in Note 14;

(ii) charges of $ 17 million, reported in “Selling, general, and administrative,” related to various restructuring costs;

and (iii) impairment charges of $ 70 million, reported in “Goodwill and long-lived asset impairment”.

Operating profit for the year end ed December 31, 2024, included (i) a credit of $ 110 million, reported in “Cost of revenue,” primarily related to a gain on business divestiture of $ 130 million, offset by charges of $ 20 million primarily related to severance and other restructuring costs;

and (ii) charges of $ 1 million, reported in “Selling, general and administrative” related to various restructuring costs.

Operating profit for the year ended December 31, 2023, included (i) charges of $ 10 million, reported in “Cost of revenue,” primarily related to a non-cash timing discount charge of $ 25 million on royalty receivables, other restructuring costs of $ 5 million, offset by credits related to gains on sales of previously reserved inventory of $ 20 million;

and (ii) charges of $ 41 million, reported in “ Selling, general, and administrative,” primarily related to voluntary early retirement program (“VERP” ) of $ 52 million, other restructuring costs of $ 14 million, offset by a credit related to release of an earnout accrual of $ 25 million:

Year Ended December 31,

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Pre-tax Other Items included in:

Cost of revenue

Selling, general, and administrative

Goodwill and long-lived asset impairment

Total pre-tax Other Items

Geographic Areas:

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Other countries

Impairment and Other Items

We recorded a net credit of $ 109 million in other items for the year ended December 31, 2024, of which $ 130 million related to a gain from the divestiture of its Pole Products business, offset by charges related to severance, facility closure and other restructuring costs of $ 21 million.

The other items are reported in “Cost of revenue” ($( 110 ) million for the year ended December 31, 2024) and “Selling, general and administrative” ($ 1 million for the year ended December 31, 2024) in our Consolidated Statements of Income.

We recorded $ 51 million in other items for the year ended December 31, 2023, of which $ 52 million related to charges related to VERP, $ 25 million related to a non-cash discount charge on royalty receivables, offset by credits related to the release of an earnout accrual of $ 25 million, and credits related to gains on sales of previously reserved inventory of $ 20 million.

The other items are reported in “Cost of revenue” ($ 10 million for the year ended December 31, 2023) and “Selling, general and administrative” ($ 41 million for the year ended December 31, 2023) in our Consolidated Statements of Income .

We recorded $ 114 million in other items for the year ended December 31, 2022, of which $ 127 million relates to impairments for Russia and Belarus.

The other items are reported in "Cost of revenue" ($ 63 million for the year ended December 31, 2022) and "Selling, general and administrative" ($ 51 million for the year ended December 31, 2022) in our Consolidated Statement of Income (Loss).

As previously disclosed, in response to sanctions against Russia and Russian interests, the Company ceased new investments and curtailed our activities in Russia.

Further, during the third quarter of 2022, the Company sold its business in Belarus and committed to a plan to sell its businesses in Russia.

The sale is subject to various government approvals in Russia and other jurisdictions.

For the years ended December 31, 2024 and 2023, all our Russian assets and liabilities were classified as held for sale and reported in “Prepaid and other current assets” and “Accrued liabilities”, respectively, in our Consolidated Balance Sheets.

Acquisitions and Divestitures

For the year ended December 31, 2024, our Energy Products and Services segment made three strategic acquisitions to enhance and expand our existing portfolio for a total consideration of $ 291 million, net of cash acquired.

One of the three acquisitions was a company owned by White Deer Energy, a middle market private equity fund focused on energy investments.

As the transaction involved a related party at the time it was entered into (i.e., directors Ben A.

Guill and Eric L.

Mattson both had an investment interest in certain White Deer Energy funds), the acquisition was approved by the disinterested members of the Company’s Board of Directors.

As of December 31, 2024 , we provisionally recorded $ 171 million of goodwill and amortizable intangible assets, $ 64 million of PP&E, including financing and operating lease right of use assets, $ 92 million of net working capital, $ 18 million of finance and operating lease liabilities, and $ 18 million in other liabilities.

The fair values of the assets acquired and liabilities assumed are preliminary and subject to change until we finalize our accounting for these acquisitions.

On April 9, 2024, NOV completed the divestiture of its Pole Products business.

Pole Products is a leading manufacturer of premium spun-cast concrete and tapered steel poles for diverse applications.

We recorded a gain of $ 130 million, which is included as a reduction of Cost of Revenue on the Consolidated Statements of Income.

During the second quarter, the Company purchased the remaining noncontrolling interest in Keystone Tower Systems (KTS) for total consideration of $ 30 million.

Share Repurchase Program

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

During the three months ended December 31, 2024 , the Company repurchased 7.5 million shares of common stock under the program for an aggregate amount of $ 112 million.

During the year ended December 31 2025 , the Company repurchased 22.8 million shares of common stock under the program for an aggregate amount of $ 315 million.

During the year ended December 31, 2024 , the Company repurchased 14.2 million shares of common stock under the program for an aggregate amount of $ 229 million.

VALUATION AND QUALIFYING ACCOUNTS

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

What changed 10-K

Item 9A. Controls and Procedures