NOV Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (i) Evaluation of disclosure controls and procedures As required by SEC Rule 13a-15(b), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our principal executive officer and principal financial officer have concluded that our current disclosure controls and procedures were effective as of December 31, 2025 at the reasonable assurance level. Pursuant to section 302 of the Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the Securities and Exchange Commission. These certifications are included herein as Exhibits 31.1 and 31.2. (ii) Internal Control Over Financial Reporting (a) Management’s annual report on internal control over financial reporting. The Company’s management report on internal control over financial reporting is set forth in this annual report on Page 48 and is incorporated herein by reference. (b) Changes in internal control There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 42 PART III ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE Incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. ITEM 11. EXECUTI VE COMPENSATION Incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. Securities Authorized for Issuance Under Equity Compensation Plans. The following table sets forth information as of our fiscal year ended December 31, 2025, with respect to compensation plans under which our common stock may be issued: Number of securities Weighted-average Number of securities to be issued upon exercise price of remaining available for equity exercise of warrants outstanding compensation plans (excluding and rights rights securities reflected in column (a)) (‘c’) Plan Category (a) (b) (1) Equity compensation plans approved by security holders 14,918,885 $ 27.84 17,227,243 Equity compensation plans not approved by security holders — — — Total 14,918,885 $ 27.84 17,227,243 (1) Shares could be issued through equity instruments other than stock options, warrants or rights. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOU NTING FEES AND SERVICES Incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. 43 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Financial Statements and Exhibits (1) Financial Statements The following financial statements are presented in response to Part II, Item 8: Page Consolidated Balance Sheets 52 Consolidated Statements of Income 53 Consolidated Statements of Comprehensive Income 54 Consolidated Statements of Cash Flows 55 Consolidated Statements of Stockholders’ Equity 56 Notes to Consolidated Financial Statements 57 The report of NOV Inc.’s independent registered public accounting firm (PCAOB ID: 42 ) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included before the above-referenced reports. Their consent appears in Exhibit 23.1 of this Form 10-K. (2) Financial Statement Schedule Schedule II – Valuation and Qualifying Accounts 85 All schedules, other than Schedule II, are omitted because they are not applicable, not required or the information is included in the financial statements or notes thereto. (3) Exhibits 3.1 Seventh Amended and Restated Certificate of Incorporation of NOV Inc. (Exhibit 3.1) (1) 3.2 Amended and Restated By-laws of NOV Inc. (Exhibit 3.1) (2 ) 4.1 Description of Securities (Exhibit 4.1) (3) 4.2 Indenture, dated November 15, 2012, between National Oilwell Varco, Inc. and U.S. Bank National Association (Exhibit 4.1) (4) 4.3 Third Supplemental Indenture, dated November 20, 2012, between National Oilwell Varco, Inc. and U.S. Bank National Association (Exhibit 4.6) (4) 4.4 Fourth Supplemental Indenture, dated November 14, 2019, between National Oilwell Varco, Inc. and Wells Fargo Bank, National Association, as successor trustee. (Exhibit 4.2) (5) 10.1 5-Year Credit Agreement, dated as of September 12, 2024, among NOV Inc. and the financial institutions signatory thereto, including Wells Fargo Bank, National Association, in its capacity, among others, as Administrative Agent, an Arranger and a Joint Book Runner (Exhibit 10.1) (6) 10.2 NOV Inc. Long-Term Incentive Plan, as amended and restated (7)* 10.3 Form of Severance Agreement (Exhibit 10.2) (8)* 10.4 Form of Executive Employment Agreement (Exhibit 10.1) (9)* 10.5 NOV Inc. Executive Severance Plan and Form of Participation Agreement (Exhibit 10.16) (10)* 10.6 Form of Performance Award Agreement (2022) (Exhibit 10.2) (11)* 10.7 Form of Non-Employee Director Restricted Stock Unit Agreement (Exhibit 10.1) (12)* 10.8 Form of Performance Award Agreement (2023) (Exhibit 10.1) (13)* 10.9 Form of Performance Award Agreement (2024) (Exhibit 10.3) (14)* 44 10.10 Form of Restricted Stock Unit Agreement (Exhibit 10.1) (15) 10.11 Form of Performance Award Agreement (2025) (Exhibit 10.2) (15) 10.12 Form of Employee Nonqualified Stock Option Agreement (Exhibit 10.3) (15) 10.13 NOV Inc. Retirement Policy for Equity Awards (Exhibit 10.1) (16)* 10.14 Form of Indemnification Agreement (Exhibit 10.1) (1) * 10.15 Single Premium Guaranteed Annuity Contract Purchase Agreement, dated February 14, 2023 (Exhibit 10.1) (17)* 19 NOV Policy on Insider Trading (Exhibit 19) (10) 21.1 Subsidiaries of the Registrant (18) 23.1 Consent of Ernst & Young LLP (18) 24.1 Power of Attorney (included on signature page hereto) (18) 31.1 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended (18) 31.2 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended (18) 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (19) 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (19) 95 Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act (18) 97 Compensation Recovery Policy (10) 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Compensatory plan or arrangement for management or others. (1) Filed as an Exhibit to our Current Report on Form 8-K filed on May 18, 2023. (2) Filed as an Exhibit to our Current Report on Form 8-K filed on February 28, 2023. (3) Filed as an Exhibit to our Annual Report on Form 10-K filed on February 12, 2021. (4) Filed as an Exhibit to our Current Report on Form 8-K filed on November 20, 2012. (5) Filed as an Exhibit to our Current Report on Form 8-K filed on November 14, 2019. (6) Filed as an Exhibit to our Current Report on Form 8-K filed on September 12, 2024. (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 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. (12) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on July 28, 2022. (13) Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on April 27, 2023. (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.‎ 45 (16) Filed as an Exhibit to our Current Report on Form 8-K filed on July 12, 2022. (17) Filed as an Exhibit to our Current Report on Form 8-K filed on February 21, 2023. (18) Filed with this Form 10-K. (19) Furnished with this Form 10-K. We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith. 46 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOV INC. Dated: February 12, 2026 By: /s/ Jose A. Bayardo Jose A. Bayardo Chairman, President and Chief Executive Officer 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 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. Signature Title Date /s/ JOSE A. BAYARDO Jose A. Bayardo Chairman, President and Chief Executive Officer February 12, 2026 /s/ RODNEY C. REED Rodney C. Reed Senior Vice President and Chief Financial Officer February 12, 2026 /s/ CHRISTY H. NOVAK Christy H. Novak Vice President, Corporate Controller and Chief Accounting Officer February 12, 2026 /s/ MARCELA E. DONADIO Director February 12, 2026 Marcela E. Donadio /s/ BEN A. GUILL Director February 12, 2026 Ben A. Guill /s/ DAVID D. HARRISON Director February 12, 2026 David D. Harrison /s/ CHRISTIAN S. KENDALL Director February 12, 2026 Christian S. Kendall /s/ PATRICIA MARTINEZ Director February 12, 2026 Patricia Martinez /s/ PATRICIA B. MELCHER Director February 12, 2026 Patricia B. Melcher /s/ WILLIAM R. THOMAS Director February 12, 2026 William R. Thomas /s/ ROBERT S. WELBORN Director February 12, 2026 Robert S. Welborn 47 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING NOV Inc.’s management is responsible for establishing and maintaining adequate internal control over financial reporting. NOV Inc.’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management has used the 2013 framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, the independent registered public accounting firm which also has audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K. /s/ Jose A. Bayardo Jose A. Bayardo Chairman, President and Chief Executive Officer /s/ Rodney C. Reed Rodney C. Reed Senior Vice President and Chief Financial Officer Houston, Texas February 12, 2026 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of NOV Inc. Opinion on Internal Control Over Financial Reporting We have audited NOV Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, NOV Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 12, 2026, expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Houston, Texas February 12, 2026 49 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of NOV Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NOV Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 12, 2026, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue over time for certain long-term construction contracts using an input method described as the cost-to-cost approach to determine the extent of progress towards completion of performance obligations. Under the cost-to-cost approach, the determination of the progress towards completion requires management to prepare estimates of the costs to complete, which are subject to considerable judgment and could be impacted by such items as changes to the project schedule and the cost of labor and material. Auditing management’s estimate of the progress towards completion of its projects involved subjectivity as the costs to complete forecasts are subject to considerable judgment. 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 estimate of the progress towards completion of its projects, including key controls related to monitoring projected project costs. To test the Company’s estimate of the progress towards completion of its projects, we performed audit procedures that included, among others, testing the significant assumptions discussed above to develop the estimated cost to 50 complete and testing the completeness and accuracy of the underlying data. To assess management’s estimated costs, we performed audit procedures that included, among others, agreeing the estimates to supporting documentation; conducting interviews with project personnel; attending selected project review meetings; performing observations of select projects to observe progress; 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 We have served as the Company’s auditor since at least 1995, but we are unable to determine the specific year. Houston, Texas February 12, 2026 51 NOV INC. CONSOLIDATED B ALANCE SHEETS (In millions, except share data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 1,552 $ 1,230 Receivables, net 1,701 1,819 Inventories, net 1,799 1,932 Contract assets 596 577 Prepaid and other current assets 172 212 Total current assets 5,820 5,770 Property, plant and equipment, net 2,050 1,922 Lease right-of-use assets, operating 315 353 Lease right-of-use assets, financing 187 196 Deferred income taxes 358 413 Goodwill 1,582 1,630 Intangibles, net 455 508 Investment in unconsolidated affiliates 163 163 Other assets 361 406 Total assets $ 11,291 $ 11,361 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 831 $ 837 Accrued liabilities 822 861 Contract liabilities 565 492 Current portion of lease liabilities 101 102 Current portion of long-term debt 30 37 Accrued income taxes 57 18 Total current liabilities 2,406 2,347 Long-term debt 1,688 1,703 Lease liabilities 521 544 Deferred income taxes 93 56 Other liabilities 261 283 Total liabilities 4,969 4,933 Commitments and contingencies Stockholders’ equity: Common stock - par value $ .01 ; 1 billion shares authorized; 360,803,354 and 381,549,541 shares issued and outstanding at December 31, 2025 and December 31, 2024 4 4 Additional paid-in capital 8,361 8,625 Accumulated other comprehensive loss ( 1,424 ) ( 1,625 ) Retained deficit ( 673 ) ( 628 ) Total Company stockholders’ equity 6,268 6,376 Noncontrolling interests 54 52 Total stockholders’ equity 6,322 6,428 Total liabilities and stockholders’ equity $ 11,291 $ 11,361 The accompanying notes are an integral part of these statements. 52 NOV INC. CONSOLIDATED STATEMEN TS OF INCOME (In millions, except per share data) Year Ended December 31, 2025 2024 2023 Revenue Sales $ 5,827 $ 5,830 $ 5,775 Services 1,954 1,991 1,789 Rental 963 1,049 1,019 Total 8,744 8,870 8,583 Cost of revenue Sales 4,852 4,759 4,798 Services 1,528 1,543 1,367 Rental 597 558 585 Total 6,977 6,860 6,750 Gross profit 1,767 2,010 1,833 Selling, general and administrative 1,203 1,134 1,182 Goodwill and long-lived asset impairment 70 — — Operating profit 494 876 651 Interest and financial costs ( 88 ) ( 91 ) ( 88 ) Interest income 51 38 28 Equity income (loss) in unconsolidated affiliates ( 16 ) 36 119 Other expense, net ( 66 ) ( 28 ) ( 98 ) Income before income taxes 375 831 612 Provision (benefit) for income taxes 224 196 ( 373 ) Net income 151 635 985 Net income (loss) attributable to noncontrolling interests 6 — ( 8 ) Net income attributable to Company $ 145 $ 635 $ 993 Net income attributable to Company per share: Basic $ 0.39 $ 1.62 $ 2.53 Diluted $ 0.39 $ 1.60 $ 2.50 Cash dividends per share $ 0.51 $ 0.275 $ 0.20 Weighted average shares outstanding: Basic 372 392 393 Diluted 375 396 397 The accompanying notes are an integral part of these statements. 53 NOV INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended December 31, 2025 2024 2023 Net income $ 151 $ 635 $ 985 Other comprehensive income: Currency translation adjustments 194 ( 137 ) 113 Change in derivative financial instruments, net of tax 12 ( 5 ) ( 1 ) Change in defined benefit plans, net of tax ( 5 ) 10 ( 12 ) Comprehensive income 352 503 1,085 Net income (loss) attributable to noncontrolling interests 6 — ( 8 ) Comprehensive income attributable to Company $ 346 $ 503 $ 1,093 The accompanying notes are an integral part of these statements. 54 NOV INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (In millions) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 151 $ 635 $ 985 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 355 343 302 Goodwill and long-lived asset impairment 70 — — Deferred income taxes 93 49 ( 489 ) Stock-based compensation 67 70 66 Equity (income) loss in unconsolidated affiliates 16 ( 36 ) ( 119 ) Dividend from unconsolidated affiliate 2 84 — Gain on business divestiture — ( 130 ) — Other, net 88 74 ( 18 ) Change in operating assets and liabilities, net of acquisitions: Receivables 222 93 ( 269 ) Inventories 97 270 ( 361 ) Contract assets ( 19 ) 162 ( 55 ) Prepaid and other current assets 41 17 ( 40 ) Accounts payable ( 6 ) ( 87 ) ( 4 ) Accrued liabilities ( 48 ) ( 51 ) ( 116 ) Contract liabilities 73 ( 42 ) 82 Income taxes payable 39 ( 5 ) ( 6 ) Other assets/liabilities, net 10 ( 142 ) 185 Net cash provided by operating activities 1,251 1,304 143 Cash flows from investing activities: Purchases of property, plant and equipment ( 375 ) ( 351 ) ( 283 ) Business acquisitions, net of cash acquired — ( 298 ) ( 22 ) Business divestitures, net of cash disposed — 176 — Other, net 13 2 12 Net cash used in investing activities ( 362 ) ( 471 ) ( 293 ) Cash flows from financing activities: Borrowings against lines of credit and other debt 3 420 184 Payments against lines of credit and other debt ( 26 ) ( 431 ) ( 192 ) Financing leases ( 28 ) ( 28 ) ( 23 ) Cash dividends paid ( 190 ) ( 108 ) ( 79 ) Share repurchases ( 315 ) ( 229 ) — Other ( 28 ) ( 30 ) 7 Net cash used in financing activities ( 584 ) ( 406 ) ( 103 ) Effect of exchange rates on cash 17 ( 13 ) — Increase (decrease) in cash and cash equivalents 322 414 ( 253 ) Cash and cash equivalents, beginning of period 1,230 816 1,069 Cash and cash equivalents, end of period $ 1,552 $ 1,230 $ 816 Supplemental disclosures of cash flow information: Cash payments during the period for: Interest $ 85 $ 86 $ 85 Income taxes $ 106 $ 161 $ 114 The accompanying notes are an integral part of these statements. 55 NOV INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions) Shares Issued and Outstanding Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Deficit Total Company Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Balance at December 31, 2022 393 $ 4 $ 8,754 $ ( 1,593 ) $ ( 2,069 ) $ 5,096 $ 38 $ 5,134 Net income — — — — 993 993 ( 8 ) 985 Other comprehensive income — — — 100 — 100 — 100 Cash dividends, $ 0.20 per common share — — — — ( 79 ) ( 79 ) — ( 79 ) Transactions with non-controlling interests — — 7 — — 7 45 52 Stock-based compensation — — 66 — — 66 — 66 Withholding taxes 2 — — — — — — — Purchase of equity in non-controlling interest ( 1 ) — ( 18 ) — — ( 18 ) — ( 18 ) Other — — 3 — — 3 ( 1 ) 2 Balance at December 31, 2023 394 $ 4 $ 8,812 $ ( 1,493 ) $ ( 1,155 ) $ 6,168 $ 74 $ 6,242 Net income — — — — 635 635 — 635 Other comprehensive loss — — — ( 132 ) — ( 132 ) — ( 132 ) Cash dividends, $ 0.275 per common share — — — — ( 108 ) ( 108 ) — ( 108 ) Transactions with non-controlling interests — — ( 16 ) — — ( 16 ) ( 21 ) ( 37 ) Stock-based compensation — — 70 — — 70 — 70 Common stock issued 3 — — — — — — — Withholding taxes ( 1 ) — ( 15 ) — — ( 15 ) — ( 15 ) Share repurchases ( 14 ) — ( 229 ) — — ( 229 ) — ( 229 ) Other — — 3 — — 3 ( 1 ) 2 Balance at December 31, 2024 382 $ 4 $ 8,625 $ ( 1,625 ) $ ( 628 ) $ 6,376 $ 52 $ 6,428 Net income — — — — 145 145 6 151 Other comprehensive income — — — 201 — 201 — 201 Cash dividends, $ 0.51 per common share — — — — ( 190 ) ( 190 ) — ( 190 ) Transactions with non-controlling interests — — — — — — ( 5 ) ( 5 ) Stock-based compensation — — 67 — — 67 — 67 Common stock issued 3 — — — — — — — Withholding taxes ( 1 ) — ( 13 ) — — ( 13 ) — ( 13 ) Share repurchases ( 23 ) — ( 315 ) — — ( 315 ) — ( 315 ) Other — — ( 3 ) — — ( 3 ) 1 ( 2 ) Balance at December 31, 2025 361 $ 4 $ 8,361 $ ( 1,424 ) $ ( 673 ) $ 6,268 $ 54 $ 6,322 The accompanying notes are an integral part of these statements. 56 NOV INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation Nature of Business We design, construct, manufacture and sell comprehensive systems, components, and products used in oil and gas drilling and production and certain industrial and renewable energy sectors. We also provide technology and oilfield services and supplies, distribute products and provide supply chain integration services to the upstream oil and gas industry. Our revenues and operating results are directly related to the level of worldwide oil and gas drilling and production activities and the profitability and cash flow of oil and gas companies, drilling contractors and oilfield service companies, which in turn are affected by current and anticipated prices of oil and gas. Oil and gas prices have been, and are likely to continue to be, volatile. Basis of Consolidation The accompanying Consolidated Financial Statements include the accounts of NOV Inc. and its consolidated subsidiaries. Certain reclassifications have been made to the prior year financial statements for them to conform with the 2025 presentation. All significant intercompany transactions and balances have been eliminated in consolidation. Investments that are not wholly owned, but where we exercise control, are fully consolidated with the equity held by minority owners and their portion of net income (loss) reflected as noncontrolling interests in the accompanying consolidated financial statements. Investments in unconsolidated affiliates, over which we exercise significant influence, but not control, are accounted for by the equity method. 2. Summary of Significant Accounting Policies Fair Value of Financial Instruments The carrying amounts of financial instruments including cash and cash equivalents, receivables, and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. Derivative Financial Instruments The Company records all derivative financial instruments at their fair value in its Consolidated Balance Sheet. Except for certain non-designated hedges discussed in Note 3 below, all derivative financial instruments that the Company holds are designated as cash flow hedges and are highly effective in offsetting movements in the underlying risks. Such arrangements typically have terms between two and 24 months but may have longer terms depending on the underlying cash flows being hedged, typically related to the projects in our backlog. Inventories Inventories are stated at the lower of cost or estimated net realizable value using the first-in, first-out or average cost methods. Inventories consist of raw materials and supplies, work-in-process and finished goods and purchased products. The Company reviews historical usage of inventory on-hand, assumptions about future demand and market conditions, and estimates about potential alternative uses, which are limited, to estimate net realizable value. 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 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. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major improvements that extend the lives of property and equipment are capitalized while minor replacements, maintenance and repairs are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation with any resulting gain or loss reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of individual items. Depreciation expense was $ 300 million, $ 294 million, and $ 260 million for the years ended December 31, 2025, 2024 and 2023, respectively. The estimated useful lives of the major classes of property, plant and equipment are included in Note 5 to the Consolidated Financial Statements. 57 We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets are impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The carrying value of assets used in operations that are not recoverable is reduced to fair value if lower than carrying value. In determining the fair market value of the assets, we consider market trends and recent transactions involving sales of similar assets, or when not available, discounted cash flow analysis. Acquisitions and Investments Acquisitions of businesses are accounted for using the acquisition method of accounting, and the financial statements include the results of the acquired operations from the respective dates of acquisition. The acquisition price of the acquired entities is preliminarily allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition, with any excess of acquisition price paid over the fair value of net assets acquired, including intangibles, recognized as goodwill. Subsequent changes to preliminary amounts are made prospectively. 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 The functional currency for most of our foreign operations is the local currency. However, certain foreign operations, including our operations in Norway, use the U.S. dollar as the functional currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income (loss). Revenues and expenses are translated at average exchange rates in effect during the period. Accordingly, financial statements of these foreign subsidiaries are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and related elements of expense. Revenue and expense elements are remeasured at rates that approximate the rates in effect on the transaction dates. For all operations, gains or losses from remeasuring foreign currency transactions into the functional currency are included in income. Net foreign currency transaction losses were $ 55 million, $ 19 million, and $ 84 million for the years ending December 31, 2025, 2024 and 2023 , respectively, and are included in other expenses, net, in the accompanying Consolidated Statements of Income. Revenue Recognition The majority of the Company’s revenue streams record revenue at a point in time when a performance obligation has been satisfied by transferring control of promised goods or services to a customer. Products are sold or rented and services are provided based upon a fixed or determinable price and do not generally include right of return or other significant post-delivery obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type. We have elected to apply the practical expedient that does not require an adjustment for a financing component if, at contract inception, the period between when we transfer the promised goods or service to the customer and when the customer pays for the goods or service is one year or less. Shipping and handling costs are recognized when incurred and are treated as costs to fulfill the original performance obligation instead of as a separate performance obligation. Revenue is generated from contracts that may include multiple performance obligations. The Company considers the degree of customization, integration and interdependency of the related products and services when assessing distinct performance obligations within one contract. Stand-alone selling price (“SSP”) for each distinct performance obligation is generally determined using the price at which the products and services would be sold separately to the customer. Discounts, when provided, are allocated based on the relative SSP of the various products and services. For revenue that is not recognized at a point in time, the Company follows accounting guidance for revenue recognized over time, as follows: Revenue Recognition under Long-term Construction Contracts Revenue is recognized over-time for certain long-term construction contracts in the Energy Equipment segment. These contracts include custom designs for customer-specific applications that are unique and require significant engineering efforts. Revenue is recognized as work progresses on each contract. Right to payment is enforceable for performance completed to date, including a reasonable profit. 58 Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost (input) measure of progress for our contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs. Under the cost-to-cost measure of progress, progress towards completion of each contract is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. These costs include labor, materials, subcontractors’ costs, and other direct costs. Any expected losses on a project are recorded in full in the period in which the loss becomes probable. These long-term construction contracts generally include integrating a complex set of tasks and components into a single project or capability, so they are accounted for as one performance obligation. Estimating total revenue and cost at completion of long-term construction contracts is complex, subject to many variables and requires significant judgment. It is common for our long-term contracts to contain late delivery fees, work performance guarantees, and other provisions that can either increase or decrease the transaction price. We estimate variable consideration as the most likely amount we expect to receive. We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur, or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of our anticipated performance and historical, current and forecasted information that is reasonably available to us. Net revenue recognized from performance obligations satisfied in previous periods was $ 5 million and $ 19 million for the years ended December 31, 2025 and 2024 , respectively, primarily due to change orders. Service and Repair Work For service and repair contracts, revenue is recognized over time. We generally use the output method to measure progress on service contracts due to the manner in which the customer receives and derives value from the services provided. For repair contracts, we generally use the cost-to-cost measure of progress because it best depicts the transfer of assets to the customer. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for all revenue streams for which work has not been performed on contracts with an 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 December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,775 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 $ 2,011 million in revenue for the remaining performance obligations in 2026 , $ 1,197 million in 2027 , $ 431 million in 2028 , and $ 1,136 million thereafter . Costs to Obtain and Fulfill a Contract We recognize an asset for the incremental costs of obtaining a contract, such as sales commissions, with a customer when we expect the benefit of those costs to be longer than one year. Costs to fulfill a contract, such as set-up and mobilization costs, are also capitalized when we expect to recover those costs. These contract costs are deferred and amortized over the period of contract performance. Total capitalized costs to obtain and fulfill a contract and the related amortization were immaterial during the periods presented and are included in other current and long-term assets on our Consolidated Balance Sheets. We apply the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Service and Product Warranties The Company provides service and warranty policies on certain of its products. The Company accrues liabilities under service and warranty policies based upon specific claims and a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience change. In addition, the Company incurs discretionary costs to service its products in connection with product performance issues and accrues for them when they are encountered. The Company monitors the actual cost of performing these discretionary services and adjusts the accrual based on the most current information available. 59 The changes in the carrying amount of service and product warranties are as follows (in millions): Balance at December 31, 2023 $ 72 Net provisions for warranties issued during the year 22 Amounts incurred ( 27 ) Currency translation adjustments and other 1 Balance at December 31, 2024 $ 68 Net provisions for warranties issued during the year 29 Amounts incurred ( 31 ) Currency translation adjustments and other 2 Balance at December 31, 2025 $ 68 Income Taxes The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. Concentration of Credit Risk We grant credit to our customers, which operate primarily in the oil and gas industry. Concentrations of credit risk are limited because we have many geographically diverse customers, thus spreading trade credit risk. We control credit risk through credit evaluations, credit limits and monitoring procedures. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral but may require letters of credit for certain international sales. Credit losses are provided for in the financial statements. Allowances for credit losses are determined based on a continuous process of assessing the Company’s portfolio on an individual customer basis considering current market conditions and trends. This process consists of a review of historical collection experience, current aging status of the customer accounts, and financial condition of the Company’s customers. Based on a review of these factors, the Company will establish or adjust allowances for specific customers. As of December 31, 2025 and 2024, the allowance for credit losses totaled $ 64 million and $ 67 million, respectively. Stock-Based Compensation Compensation expense for the Company’s stock-based compensation plans is measured using the fair value method. The fair value of stock option grants and restricted stock is amortized to expense using the straight-line method over the shorter of the vesting period or the remaining employee service period. The Company provides compensation benefits to employees and non-employee directors under share-based payment arrangements, including various employee stock option plans. Environmental Liabilities When environmental assessments or remediations are probable and the costs can be reasonably estimated, remediation liabilities are recorded on an undiscounted basis and are adjusted as further information develops or circumstances change. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Such estimates include but are not limited to, estimated losses on accounts receivable, estimated costs and related margins of projects accounted for over time, estimated realizable value on excess and obsolete inventory, contingencies, estimated liabilities for litigation and environmental exposures and liquidated damages, estimated warranty costs, estimates related to pension accounting, estimates related to the fair value of reporting units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment and estimates related to valuation allowances on deferred tax assets. Actual results could differ from those estimates. 60 Contingencies The Company accrues for costs relating to litigation claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. In circumstances where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. Net Income Attributable to Company Per Share The following table sets forth the computation of weighted average basic and diluted shares outstanding (in millions, except per share data): Year Ended December 31, 2025 2024 2023 Numerator: Net income attributable to Company $ 145 $ 635 $ 993 Denominator: Basic—weighted average common shares outstanding 372 392 393 Dilutive effect of employee stock options and other unvested stock awards 3 4 4 Diluted—weighted average common shares outstanding 375 396 397 Net income attributable to Company per share: Basic $ 0.39 $ 1.62 $ 2.53 Diluted $ 0.39 $ 1.60 $ 2.50 Cash dividends per share $ 0.51 $ 0.275 $ 0.20 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 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 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. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its disclosures. Recently Adopted Accounting Standards 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. 61 3. Derivative Financial Instruments The Company uses derivative financial instruments to manage its foreign currency exchange rate risk. Forward currency contracts are executed to manage the foreign currency exchange rate risk on forecasted revenues and expenses denominated in currencies other than the functional currency of the operating unit (cash flow hedge). The Company also executes forward currency contracts to manage the foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts (non-designated hedge). 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, 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): Currency Denomination Currency December 31, 2025 December 31, 2024 South Korean Won KRW 49,790 KRW 45,130 Norwegian Krone NOK 2,756 NOK 2,850 U.S. Dollar USD 827 USD 1,031 Japanese Yen JPY 569 JPY 1,039 Euro EUR 190 EUR 95 Singapore Dollar SGD 18 SGD 12 British Pound Sterling GBP 3 GBP — Mexican Peso MXN — MXN 405 South African Rand ZAR — ZAR 25 Danish Krone DKK — DKK 3 Canadian Dollar CAD — CAD 1 Colombian Peso COP — COP 60,970 Cash Flow Hedging Strategy To protect against the volatility of forecasted foreign currency cash flows resulting from forecasted revenues and expenses, the Company maintains a cash flow hedging program. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is recorded in accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “revenues” when the hedged transactions are cash flows associated with forecasted revenues). The Company includes time value in hedge relationships. The Company expects accumulated other comprehensive gain of $ 2 million will be reclassified into earnings within the next twelve months. Non-designated Hedging Strategy The Company enters into forward exchange contracts to hedge certain nonfunctional currency monetary accounts. 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 (loss) recognized in Other expenses, net was $ 1 million, $ 23 million and $ ( 10 ) million for the years ended 2025, 2024 and 2023, respectively. 62 The Company has the following fair values of its derivative instruments and their balance sheet classifications (in millions): Asset Derivatives Liability Derivatives Balance Sheet December 31, Balance Sheet December 31, Location 2025 2024 Location 2025 2024 Derivatives designated as hedging instruments under ASC Topic 815 Foreign exchange contracts Prepaid and other current assets $ 3 $ 1 Accrued liabilities $ 1 $ 13 Foreign exchange contracts Other assets — — Other liabilities — 1 Designated total $ 3 $ 1 $ 1 $ 14 Derivatives not designated as hedging instruments under ASC Topic 815 Foreign exchange contracts Prepaid and other current assets $ 2 $ 4 Accrued liabilities $ 3 $ 11 Foreign exchange contracts Other assets — — Other liabilities — 1 Non-designated total $ 2 $ 4 $ 3 $ 12 Total $ 5 $ 5 $ 4 $ 26 4. Inventories, net Inventories consist of (in millions): December 31, 2025 2024 Raw materials and supplies $ 456 $ 394 Work in process 217 181 Finished goods and purchased products 1,387 1,643 2,060 2,218 Less: Inventory reserve ( 261 ) ( 286 ) Total $ 1,799 $ 1,932 5. Property, Plant and Equipment, net Property, plant and equipment consist of (in millions): Estimated December 31, Useful Lives 2025 2024 Land $ 166 $ 165 Buildings and improvements 5 - 35 Years 1,557 1,444 Operating equipment 2 - 20 Years 2,752 2,647 Rental equipment 2 - 15 Years 1,205 1,076 5,680 5,332 Less: Accumulated Depreciation ( 3,630 ) ( 3,410 ) $ 2,050 $ 1,922 63 6. Goodwill and Intangible Assets The Company has approximately $ 1.6 billion of goodwill and $ 455 million of identified intangible assets at December 31, 2025. Goodwill is identified by segment as follows (in millions): Energy Products and Services Energy Equipment Total Balance at December 31, 2023 $ 746 $ 816 $ 1,562 Goodwill acquired during period 70 — 70 Adjustment during the measurement period of assets acquired ( 2 ) — ( 2 ) Balance at December 31, 2024 $ 814 $ 816 $ 1,630 Adjustment during the measurement period of assets acquired ( 11 ) — ( 11 ) Reclassification between segments ( 2 ) 2 — Impairment — ( 40 ) ( 40 ) Currency translation adjustments and other 4 ( 1 ) 3 Balance at December 31, 2025 (1) $ 805 $ 777 $ 1,582 (1) Accumulated goodwill impairment was $ 7,301 million as of December 31, 2025 . Identified intangible assets with determinable lives consist primarily of customer relationships, trademarks, trade names, patents, and technical drawings acquired in acquisitions, and are being amortized in a manner consistent with the underlying cash flows over the estimated useful lives of 2 - 40 years. 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. The net book values of identified intangible assets are identified by segment as follows (in millions): Energy Products and Services Energy Equipment Total Balance at December 31, 2023 $ 299 $ 151 $ 450 Additions to intangible assets 1 6 7 Intangible assets acquired 102 — 102 Amortization ( 28 ) ( 21 ) ( 49 ) Currency translation adjustments and other — ( 2 ) ( 2 ) Balance at December 31, 2024 $ 374 $ 134 $ 508 Additions to intangible assets 1 5 6 Adjustment during the measurement period of assets acquired 11 — 11 Reclassification between segments ( 32 ) 32 — Write-offs — ( 18 ) ( 18 ) Amortization ( 33 ) ( 22 ) ( 55 ) Currency translation adjustments and other — 3 3 Balance at December 31, 2025 $ 321 $ 134 $ 455 64 Identified intangible assets by major classification consist of the following (in millions): Gross Accumulated Amortization Net Book Value December 31, 2024: Customer relationships $ 531 $ ( 388 ) $ 143 Trademarks 194 ( 139 ) 55 Patents 153 ( 85 ) 68 Indefinite-lived trade names 196 — 196 Other 125 ( 79 ) 46 Total identified intangibles $ 1,199 $ ( 691 ) $ 508 December 31, 2025: Customer relationships $ 546 $ ( 414 ) $ 132 Trademarks 180 ( 137 ) 43 Patents 128 ( 81 ) 47 Indefinite-lived trade names 196 — 196 Other 126 ( 89 ) 37 Total identified intangibles $ 1,176 $ ( 721 ) $ 455 Goodwill represents the excess of acquisition price paid over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill and intangibles with indefinite lives are not amortized. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of a business combination. The recoverability of goodwill and indefinite-lived intangibles is assessed annually, or more frequently whenever events or circumstances indicate they might be impaired. The Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite lived intangible asset is greater than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting or indefinite lived intangible asset is greater than its carrying amount, no further testing is required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment. 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. These inputs are based on internal management estimates, forecasts and judgments, using discounted cash flow. The discounted cash flow is based on management’s forecast of operating performance for the reporting unit. The two main assumptions used in measuring goodwill impairment, which bear the risk of change and could impact the Company’s goodwill impairment analysis, include the cash flows from operations from each reporting unit and its weighted average cost of capital. The starting point for each of the reporting unit’s cash flows from operations is the detailed annual plan or updated forecast. Cash flows beyond the updated forecasted operating plans are estimated using a terminal value calculation, which incorporates historical and forecasted financial cyclical trends for each reporting unit and considered long-term earnings growth rates. The financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate. During times of volatility, significant judgment must be applied to determine whether credit changes are a short-term or long-term trend. The quantitative analysis for indefinite lived intangible assets is performed similarly using an income approach. Management reviews finite-lived intangibles for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the finite-lived intangibles are estimated over the intangible asset’s useful life based on updated projections on an undiscounted basis. 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 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. 65 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. 7. Accrued Liabilities Accrued liabilities consist of (in millions): December 31, 2025 2024 Compensation $ 278 $ 268 Vendor costs 165 141 Taxes (non-income) 102 119 Warranties 68 68 Insurance 46 43 Commissions 15 16 Interest 10 11 Derivatives 4 24 Other 134 171 Total $ 822 $ 861 8. Leases The Company leases certain facilities and equipment to support its operations around the world. These leases generally require the Company to pay maintenance, insurance, taxes and other operating costs in addition to rent. Renewal options are common in longer term leases; however, it is rare that the Company intends to exercise a lease option at inception due to the cyclical nature of the Company’s business. Residual value guarantees are not typically part of the Company’s leases. Occasionally, the Company sub-leases excess facility space, generally at terms similar to the source lease. The Company reviews new agreements to determine if they include a lease and, when they do, uses its incremental borrowing rate to determine the present value of the future lease payments as most do not include implicit interest rates. Components of leases are as follows (in millions): December 31, 2025 2024 Current portion of lease liabilities: Operating $ 71 $ 72 Financing 30 30 Total $ 101 $ 102 December 31, 2025 2024 Long-term portion of lease liability: Operating $ 289 $ 301 Financing 232 243 Total $ 521 $ 544 66 Components of lease expense were as follows (in millions): Year Ended December 31, 2025 2024 2023 Lease cost Finance lease cost Amortization of right-of-use assets $ 32 $ 28 $ 23 Interest on lease liabilities 12 10 10 Operating lease cost 90 90 85 Short-term lease cost 59 69 77 Sub-lease income ( 8 ) ( 6 ) ( 8 ) Total $ 185 $ 191 $ 187 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, 2025 2024 2023 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 12 $ 10 $ 10 Operating cash flows - operating leases 90 90 85 Financing cash flows - finance leases 28 28 23 Right-of-use assets obtained in exchange for new: Operating lease liabilities $ 34 $ 65 $ 68 Finance lease liabilities 57 28 27 Weighted average remaining lease term at December 31, 2025: Operating leases 10 years 11 years 10 years Finance leases 16 years 16 years 16 years Weighted average discount rate at December 31, 2025: Operating leases 5.08 % 5.25 % 5.17 % Finance leases 3.62 % 4.42 % 4.15 % Future minimum lease commitments for leases with initial or remaining terms of one year or more at December 31, 2025, are payable as follows (in millions): Operating Finance 2026 $ 83 $ 39 2027 66 32 2028 55 25 2029 42 20 2030 32 17 Thereafter 130 153 Total lease payments 408 286 Less: Interest ( 48 ) ( 24 ) Present value of lease liabilities $ 360 $ 262 67 9. Debt Debt consists of (in millions): December 31, 2025 2024 $ 1.1 billion in Senior Notes, interest at 3.95 % payable semiannually, principal due on December 1, 2042 $ 1,092 $ 1,091 $ 0.5 billion in Senior Notes, interest at 3.60 % payable semiannually, principal due on December 1, 2029 497 496 Other debt 129 153 Total debt 1,718 1,740 Less current portion 30 37 Long-term debt $ 1,688 $ 1,703 Principal payments of debt for years subsequent to 2025 are as follows (in millions): 2026 $ 31 2027 12 2028 12 2029 513 2030 14 Thereafter 1,149 $ 1,731 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. prime rate. 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, 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. 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. The Company has $ 11 million in payments related to this line of credit due in the next twelve months. The Company can repay the entire outstanding facility balance without penalty at its sole discretion. Other debt at December 31, 2025 included $ 46 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 19 million is due in the next twelve months. The Company had $ 946 million of outstanding letters of credit at December 31, 2025, primarily in the U.S. and Norway, that are under various bilateral letter of credit facilities. Letters of credit are issued as bid bonds, advanced payment bonds and performance bonds. At December 31, 2025 and 2024 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,353 million and $ 1,285 million, respectively. The fair value of the Company’s debt is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those of similar instruments. At December 31, 2025 and 2024 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,589 million and $ 1,587 million, respectively. 68 10. Employee Benefit Plans We have benefit plans covering substantially all our employees. Defined-contribution retirement plans cover most of the U.S. and Canadian employees, and benefits are generally based on employee deferrals and matching on those employee contributions. We also have defined contribution plans in Norway and the United Kingdom. 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. 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. retirees and/or spouses participate in plans that provide post-retirement healthcare and/or life insurance benefits. The change in benefit obligation, plan assets and the funded status of the defined benefit pension plans in the United States, United Kingdom, Norway, Germany and the Netherlands and defined postretirement plans in the United States, using a measurement date of December 31, 2025 and 2024, is as follows (in millions): Pension benefits Postretirement benefits At year-end 2025 2024 2025 2024 Benefit obligation at beginning of year $ 184 $ 206 $ 43 $ 48 Service cost — — 2 2 Interest cost 8 8 2 3 Actuarial gain ( 9 ) ( 13 ) ( 2 ) ( 2 ) Benefits paid ( 11 ) ( 11 ) ( 5 ) ( 6 ) Exchange rate loss (gain) 17 ( 6 ) — — Settlements ( 3 ) — — ( 2 ) Benefit obligation at end of year $ 186 $ 184 $ 40 $ 43 Fair value of plan assets at beginning of year $ 173 $ 180 $ — $ — Actual return ( 12 ) 6 — — Benefits paid ( 11 ) ( 11 ) ( 5 ) ( 6 ) Company contributions 2 2 5 8 Exchange rate gain (loss) 14 ( 4 ) — — Settlements ( 3 ) — — ( 2 ) Fair value of plan assets at end of year $ 163 $ 173 $ — $ — Funded status $ ( 23 ) $ ( 11 ) $ ( 40 ) $ ( 43 ) Accumulated benefit obligation at end of year $ 150 $ 183 Liabilities associated with the funded status of the defined benefit pension plans are included in the balances of accrued liabilities and other liabilities in the accompanying Consolidated Balance Sheets. Defined Benefit Pension Plans 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. The assumption rates used for benefit obligations are as follows: Year Ended December 31, 2025 2024 Discount rate: United States plan 4.40 % - 4.90 % 4.90 % International plans 3.80 % - 5.40 % 3.40 % - 5.40 % Salary increase: United States plan N/A N/A International plans 2.10 % - 2.90 % 2.50 % - 3.50 % 69 The assumption rates used for net periodic benefit costs are as follows: Year Ended December 31, 2025 2024 2023 Discount rate: United States plan 4.90 % 5.50 % - 5.60 % 4.74 % - 5.20 % International plans 3.40 %- 5.40 % 3.20 % - 4.50 % 3.30 % - 4.80 % Salary increase: United States plan N/A N/A N/A International plans 2.50 %- 3.50 % 2.50 % - 3.75 % 2.50 % - 3.75 % Expected return on assets: United States plan N/A N/A 4.74 % International plans 3.20 %- 5.10 % 3.20 % - 5.40 % 3.20 % - 4.90 % In determining the overall expected long-term rate of return for plan assets, the Company takes into consideration the historical experience as well as future expectations of the asset mix involved. As different investments yield different returns, each asset category is reviewed individually and then weighted for significance in relation to the total portfolio. The majority of our plans have projected benefit obligations in excess of plan assets. The Company expects to pay future benefit amounts on its pension plans of approximately $ 12 million for each of the next five years and aggregate payments of $ 126 million. Plan Assets The Company and its investment advisers collaboratively reviewed market opportunities using historic and statistical data, as well as the actuarial valuation reports for the plans, to ensure that the levels of acceptable return and risk are well-defined and monitored. Currently, the Company’s management believes that there are no significant concentrations of risk associated with plan assets. Our pension investment strategy worldwide prohibits a direct investment in our own stock. The following table sets forth by level, within the fair value hierarchy, the plan’s assets carried at fair value (in millions): Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2024: Equity securities $ — $ — $ — $ — Bonds 90 — 90 — Other (insurance contracts) 83 — 20 63 Total fair value measurements $ 173 $ — $ 110 $ 63 December 31, 2025: Equity securities $ — $ — $ — $ — Bonds 74 — 74 — Other (insurance contracts) 89 — 5 84 Total fair value measurements $ 163 $ — $ 79 $ 84 70 Level 3 inputs are unobservable (i.e., supported by little or no market activity). Level 3 inputs include management’s own judgment about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The return on assets for Level 3 plan assets are immaterial for all periods presented. 11. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows (in millions): Derivative Employee Currency Financial Benefit Translation Instruments, Plans, Adjustments Net of Tax Net of Tax Total Balance at December 31, 2022 $ ( 1,545 ) $ ( 4 ) $ ( 44 ) $ ( 1,593 ) Accumulated other comprehensive income (loss) before reclassifications 101 ( 21 ) ( 13 ) 67 Amounts reclassified from accumulated other comprehensive income (loss) 12 20 1 33 Balance at December 31, 2023 $ ( 1,432 ) $ ( 5 ) $ ( 56 ) $ ( 1,493 ) Accumulated other comprehensive income (loss) before reclassifications ( 138 ) ( 12 ) 10 ( 140 ) Amounts reclassified from accumulated other comprehensive income (loss) 1 7 — 8 Balance at December 31, 2024 $ ( 1,569 ) $ ( 10 ) $ ( 46 ) $ ( 1,625 ) Accumulated other comprehensive income (loss) before reclassifications 186 19 ( 10 ) 195 Amounts reclassified from accumulated other comprehensive income (loss) 8 ( 7 ) 5 6 Balance at December 31, 2025 $ ( 1,375 ) $ 2 $ ( 51 ) $ ( 1,424 ) 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). 12. Commitments and Contingencies 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). 71 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 “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. The companies agreed to pay the royalties for the right to use the portfolio of patents, whether they used some, all or none of the specific patented claims in any particular patent. The License Agreements provide that they terminate on the date of the last to expire of the patents in the licensed portfolio. Having obtained the benefit of these licenses for more than a decade, all of the drill bit manufacturer licensees unilaterally stopped making royalty payments even though all of the patents in the portfolio have not expired. These companies have asserted, among other reasons, that they are entitled to stop making these payments because they claim to not manufacture products covered by the unexpired patents. Some of these companies stopped making payments after the expiration of what are allegedly the patents in the portfolio that they elected to use. 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. 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. v. Schlumberger Technology Corp., et al., No. 4:23-cv-00730; Halliburton Energy Services, Inc. v. Grant Prideco, Inc., et al., No. 4:23-cv-01789; and Grant Prideco, Inc., et al. v. 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. v. 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. 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, tariffs 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 along with 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, sometimes these risks may trigger 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. 13. Common Stock and Stock Compensation NOV has authorized 1 billion shares of $ 0.01 par value common stock. The Company also has authorized 10 million shares of $ 0.01 par value preferred stock, none of which is issued or outstanding. Cash dividends aggregated $ 190 million and $ 108 million for the years ended December 31, 2025 and 2024, respectively. 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. 72 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 (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 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. The number of shares authorized under the NOV Plan is 70.9 million. The NOV Plan is also subject to a fungible ratio concept, such that the issuance of stock options and stock appreciation rights reduces the number of available shares under the NOV Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the NOV Plan on a 1.5-for-1 basis. At December 31, 2025, approximately 17.2 million shares remained available for future grants under the NOV Plan. The Company also has outstanding awards under its other stock-based compensation plan known as the National Oilwell Varco, Inc. Long-Term Incentive Plan (the “Plan”), however the Company is no longer granting new awards under the Plan. The Plan provides for the granting of stock options, performance-based share awards, restricted stock, phantom shares, stock payments and stock appreciation rights (“SARs”). The number of shares authorized under the Plan is 69.4 million. The Plan is subject to a fungible ratio concept, such that the issuance of stock options and SARs reduces the number of available shares under the Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the Plan on a 3-for-1 basis. Stock Options Options granted under our stock-based compensation plans generally vest over a three-year period starting one year from the date of grant and expire ten years from the date of grant. The purchase price of options granted may not be less than the closing market price of NOV common stock on the date of grant. Stock option information summarized below includes amounts for the NOV Plan and the Plan and stock plans of acquired companies. Options outstanding at December 31, 2025 under the stock option plans have exercise prices between $ 15.00 and $ 38.86 per share, and expire at various dates from February 25, 2026 to February 20, 2035. The following summarizes options activity: Year Ended December 31, 2025 2024 2023 Number Average Number Average Number Average of Exercise of Exercise of Exercise Shares Price Shares Price Shares Price Shares under option at beginning of year 18,135,497 $ 32.31 19,975,103 $ 36.25 21,080,388 $ 38.68 Granted 526,425 15.28 1,110,478 17.52 1,014,002 21.76 Forfeited ( 3,729,855 ) 52.06 ( 2,743,698 ) 56.16 ( 1,908,768 ) 57.61 Exercised ( 13,182 ) 15.00 ( 206,386 ) 16.87 ( 210,519 ) 16.68 Shares under option at end of year 14,918,885 $ 26.79 18,135,497 $ 32.31 19,975,103 $ 36.25 Exercisable at end of year 13,371,832 $ 27.84 15,911,560 $ 34.23 17,437,459 $ 38.85 The following summarizes information about stock options outstanding at December 31, 2025: Weighted-Avg Options Outstanding Options Exercisable Remaining Weighted-Avg Weighted-Avg Range of Exercise Price Contractual Life Shares Exercise Price Shares Exercise Price $ 15.00 - $ 25.00 6.19 6,554,523 $ 17.84 5,007,470 $ 17.91 $ 25.01 - $ 35.00 0.88 4,898,912 31.18 4,898,912 31.18 $ 35.01 - $ 38.86 1.50 3,465,450 37.48 3,465,450 37.48 Total 3.36 14,918,885 $ 26.79 13,371,832 $ 27.84 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 zero during 2025 and $ 1 million during 2024. 73 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. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise activity. The use of the Black Scholes model requires the use of actual employee exercise activity data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends and expected term. Year Ended December 31, Valuation Assumptions: 2025 2024 2023 Expected volatility 47.1 % 46.8 % 45.7 % Risk-free interest rate 4.4 % 4.0 % 4.1 % Expected dividend yield 2.0 % 1.1 % 0.9 % Expected term (in years) 6.6 6.0 5.8 The Company used the actual volatility for traded options for the past 10 years prior to option date as the expected volatility assumption required in the Black Scholes model. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. The estimated expected term is based on actual employee exercise activity for the past ten years. Forfeitures are accounted for as they occur. At December 31, 2025 , total unrecognized compensation cost related to nonvested stock options was $ 6 million. This cost is expected to be recognized over a weighted-average period of three years . 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. Stock Appreciation Rights On December 20, 2017, the Company made a tender offer to exchange SARs issued to certain employees on February 24, 2016 (“2016 SARs”) for cash, amended SARs, and new stock options. The transaction was structured to provide the employees an equal long-term incentive compensation value, while alleviating volatility in the Company’s earnings caused by required mark-to-market accounting on outstanding SARS. Of the outstanding 2016 SARs, 94.75 % were exchanged resulting in a total cash payment of $ 14 million and granting of 3,613,707 new stock options on the exchange date with an exercise price of $ 34.32 and a fair value of $ 8.47 , with vesting matched to the exchanged 2016 SARs. The following summary presents information regarding outstanding SARs: Year Ended December 31, 2025 2024 Number Average Number Average of Exercise of Exercise Shares Price Shares Price Shares under SARs at beginning of year 1,021,557 $ 28.36 1,056,805 $ 28.37 Granted — — — — Forfeited ( 17,950 ) 28.24 ( 35,248 ) 28.64 Exercised — — — — Shares under SARs at end of year 1,003,607 $ 28.36 1,021,557 $ 28.36 Exercisable at end of year 1,003,607 $ 28.36 1,021,557 $ 28.36 The Company recognized no expense related to SARs in 2025, 2024 , or 2023. There was no liability for cash-settled SARs at December 31, 2025. 74 Restricted Shares 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; 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 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 : 85 % with a TSR (total shareholder return) goal and 15 % with an internal NVA (“NOV Value Added”, a return on capital metric) goal. TSR performance is determined by comparing the Company’s TSR with the TSR of the members of the Philadelphia Stock Exchange’s Oil Services Sector Index (OSX) for the three-year performance period. The TSR portion of the performance share awards is subject to a vesting cap equal to 100% of Target Level if the Company’s absolute TSR is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the three-year performance period the payout amount shall not be less than 50% of Target Level, regardless of relative TSR results. The NVA goal is based on the Company’s improvement in NVA from the beginning of the performance period until the end of the performance period. 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. The following summary presents information regarding outstanding restricted shares: Year Ended December 31, 2025 2024 2023 Weighted- Weighted- Weighted- Number Average Number Average Number Average of Grant Date of Grant Date of Grant Date Units Fair Value Units Fair Value Units Fair Value Nonvested at beginning of year 6,438,273 $ 19.76 6,615,478 $ 19.86 7,188,183 $ 18.30 Granted 4,112,266 16.02 3,204,434 17.96 2,792,465 22.70 Vested ( 2,898,037 ) 15.30 ( 3,068,811 ) 17.46 ( 3,045,126 ) 21.77 Forfeited ( 328,794 ) 19.63 ( 312,828 ) 20.29 ( 320,044 ) 23.89 Nonvested at end of year 7,323,708 $ 17.97 6,438,273 $ 19.76 6,615,478 $ 19.86 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 . 14. Revenue Disaggregation of Revenue The following tables disaggregate our revenue by destinations and revenue streams, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors (in millions). In the tables below, North America includes only the U.S. and Canada: Year Ended December 31, 2025 Energy Products Energy and Services Equipment Eliminations Total North America $ 2,194 $ 1,081 $ — $ 3,275 International 1,677 3,792 — 5,469 Intersegment revenue 106 61 ( 167 ) — $ 3,977 $ 4,934 $ ( 167 ) $ 8,744 Land $ 2,910 $ 1,571 $ — $ 4,481 Offshore 961 3,302 — 4,263 Intersegment revenue 106 61 ( 167 ) — $ 3,977 $ 4,934 $ ( 167 ) $ 8,744 75 Year Ended December 31, 2024 Energy Products Energy and Services Equipment Eliminations Total North America $ 2,105 $ 1,201 $ — $ 3,306 International 1,935 3,629 — 5,564 Intersegment revenue 90 58 ( 148 ) — $ 4,130 $ 4,888 $ ( 148 ) $ 8,870 Land $ 3,088 $ 1,800 $ — $ 4,888 Offshore 952 3,030 — 3,982 Intersegment revenue 90 58 ( 148 ) — $ 4,130 $ 4,888 $ ( 148 ) $ 8,870 Year Ended December 31, 2023 Energy Products Energy and Services Equipment Eliminations Total North America $ 2,019 $ 1,237 $ — $ 3,256 International 1,954 3,373 — 5,327 Intersegment revenue 104 59 ( 163 ) — $ 4,077 $ 4,669 $ ( 163 ) $ 8,583 Land $ 2,921 $ 1,864 $ — $ 4,785 Offshore 1,052 2,746 — 3,798 Intersegment revenue 104 59 ( 163 ) — $ 4,077 $ 4,669 $ ( 163 ) $ 8,583 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. The revenue streams of Energy Equipment are categorized as long-lived capital equipment sales and aftermarket sales and services. Year Ended December 31, 2025 2024 2023 Energy Products and Services: Services & rental $ 1,962 $ 1,996 $ 1,959 Capital equipment 1,235 1,238 1,336 Product sales 674 806 678 Intersegment revenue 106 90 104 Total 3,977 4,130 4,077 Energy Equipment: Capital equipment 2,989 2,625 2,556 Aftermarket 1,884 2,205 2,054 Intersegment revenue 61 58 59 Total 4,934 4,888 4,669 Eliminations ( 167 ) ( 148 ) ( 163 ) Total consolidated $ 8,744 $ 8,870 $ 8,583 The Company did no t have any customers with revenues greater than 10 % of total revenue for the years ended December 31, 2025, 2024, or 2023. 76 Contract Assets and Liabilities Contract assets include unbilled amounts when revenue recognized exceeds the amount billed to the customer under contracts where revenue is recognized over-time. There were no impairment losses recorded on contract assets for the years ending December 31, 2025, 2024 and 2023. Contract liabilities consist of advance payments, billings in excess of revenue recognized and deferred revenue. The changes in the carrying amount of contract assets and contract liabilities are as follows (in millions): Contract Assets Contract Liabilities Balance at December 31, 2024 $ 577 $ 492 Billings ( 1,838 ) 1,586 Revenue recognized 1,813 ( 1,545 ) Currency translation adjustments and other 44 32 Balance at December 31, 2025 $ 596 $ 565 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 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. Allowance for Credit Losses The Company estimates its allowance for credit losses using information about past events, current conditions and risk characteristics of each customer, and reasonable and supportable forecasts relevant to assessing risk associated with the collectability of receivables and contract assets. See Note 2 to the Consolidated Financial Statements for discussion of credit risk. As of December 31, 2025, the allowance for credit losses totaled $ 64 million. The changes in the carrying amount of the allowance for credit losses are as follows (in millions): Balance at December 31, 2024 $ 67 Provision for expected credit losses 71 Recoveries collected ( 18 ) Reclass for long-term receivables ( 43 ) Write-offs ( 10 ) Other ( 3 ) Balance at December 31, 2025 $ 64 77 15. Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows (in millions): Year Ended December 31, 2025 2024 2023 Domestic $ ( 123 ) $ 413 $ 249 Foreign 498 418 363 $ 375 $ 831 $ 612 The components of the provision (benefit) for income taxes consisted of (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ ( 30 ) $ 9 $ ( 4 ) State 10 5 2 Foreign 151 133 118 Total current income tax provision 131 147 116 Deferred: Federal 23 41 ( 252 ) State 22 4 ( 47 ) Foreign 48 4 ( 190 ) Total deferred income tax provision (benefit) 93 49 ( 489 ) Total income tax provision (benefit) $ 224 $ 196 $ ( 373 ) 78 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) for the year ended December 31, 2025: Year Ended December 31, 2025 Amount Rate U.S federal statutory income tax rate $ 79 21.0 % U.S. state and local income taxes, net of federal income tax effect (1) 26 6.9 % Foreign tax effects Austria 20 5.3 % Brazil State and local taxes 8 2.1 % Withholding taxes 7 1.9 % Other 6 1.6 % Canada 5 1.3 % Mexico Changes in valuation allowances 4 1.1 % Other 1 0.3 % Netherlands Nondeductible expense 6 1.6 % Adjustment to prior year taxes 7 1.9 % Changes in valuation allowances 8 2.1 % Other 3 0.8 % Norway Foreign currency gain 5 1.3 % Refund of withholding taxes ( 5 ) ( 1.3 )% Saudi Arabia Withholding taxes 7 1.9 % Other 5 1.3 % United Kingdom Adjustment to prior year taxes ( 7 ) ( 1.9 )% Other ( 2 ) ( 0.5 )% Other foreign jurisdictions 26 6.9 % Effect of cross-border tax laws Foreign income inclusions, net of foreign tax credits ( 42 ) ( 11.2 )% Impact of BEAT provisions 14 3.7 % FDII deduction ( 7 ) ( 1.9 )% Income tax credits ( 3 ) ( 0.8 )% Changes in deferred tax valuation allowance 82 21.9 % Nondeductible expenses Impairment of nondeductible goodwill 8 2.1 % Tax expense on stock compensation 14 3.7 % Other 4 1.1 % Change in uncertain tax benefits ( 47 ) ( 12.5 )% Other ( 8 ) ( 2.1 )% Total income tax provision $ 224 59.7 % (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. 79 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, 2024 2023 Federal income tax at U.S. statutory rate $ 175 $ 129 Foreign income tax rate differential — 3 Change in deferred tax valuation allowance ( 64 ) ( 564 ) Nondeductible expenses 47 18 Foreign inclusions and FDII, net of foreign tax credits ( 36 ) 5 Change in uncertain tax benefits 3 12 Withholding taxes 47 30 Income tax credits ( 6 ) ( 8 ) Other 30 2 Total income tax provision (benefit) $ 196 $ ( 373 ) The effective tax rate for the year ended December 31, 2024 was 23.6 %, compared to ( 60.9 )% for 2023. 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. Significant components of our deferred tax assets and liabilities were as follows (in millions): December 31, 2025 2024 Deferred tax assets: Allowances and operating liabilities $ 246 $ 235 Net operating loss carryforwards 138 186 Stock compensation 29 38 Tax credit carryforwards 303 257 Other 123 113 Valuation allowance ( 352 ) ( 266 ) Total deferred tax assets 487 563 Deferred tax liabilities: Tax over book depreciation 26 31 Capital leases 58 68 Intangible assets 41 44 Deferred income 43 22 Accrued tax on unremitted earnings 43 41 Other 11 — Total deferred tax liabilities 222 206 Net deferred tax asset $ 265 $ 357 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. 80 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2025 2024 2023 Unrecognized tax benefit at beginning of year $ 68 $ 67 $ 62 Gross increase for tax position in current year 6 — 18 Gross increase for tax positions in prior years 30 4 1 Gross decrease for tax positions in prior years ( 37 ) — ( 3 ) Cash settlements ( 4 ) — ( 4 ) Lapse of statute of limitations ( 7 ) ( 3 ) ( 7 ) Unrecognized tax benefit at end of year $ 56 $ 68 $ 67 Substantially all of the unrecognized tax benefits, if ultimately realized, would be recorded as a reduction to income tax expense in the period realized. 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, 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): Federal State Foreign Total 2026 - 2030 expiration $ — $ 6 $ 44 $ 50 2031 - 2041 expiration 13 118 52 183 Unlimited expiration 50 109 346 505 Total net operating loss (NOL) $ 63 $ 233 $ 442 $ 738 Tax effected NOL $ 13 $ 11 $ 114 $ 138 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): U.S. federal income taxes $ ( 93 ) U.S. state income taxes 9 Austria 28 Brazil 26 Canada 32 China 7 Indonesia 7 Saudi Arabia 17 Other 73 Total income taxes paid (received) $ 106 16. Business Segments and Geographic Areas The Company is comprised of 16 business units to provide products and services to the energy industry. Each of the business units is managed by a business unit president, recognizes revenue, incurs expenses, and has discrete financial information readily available. The business units are aggregated into our 2 reportable segments, Energy Products and Services, and Energy Equipment, based on the products and services provided, customer base, and operating environment. The reportable segments are led by Segment Presidents, who are responsible for oversight of the business units’ strategy and performance. The Segment Presidents report directly to the CEO and provide monthly operating and financial updates. The CEO has final authority over resource allocation decisions and performance assessment for the Company. Consequently, the CEO has been identified as the CODM. The CODM regularly receives information directly from the Segment Presidents as well as the 81 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. The CODM regularly reviews Operating Profit for each segment to assess performance and for resource allocation decisions in the annual budgeting process and in the quarterly performance review processes. Energy Products and Services 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, 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. 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. Energy Products and Services serves oil and gas companies, drilling contractors, oilfield service companies, oilfield equipment rental companies and developers of geothermal energy. Demand for the segment’s products and services primarily depends on the level of oilfield drilling activity by oil and gas companies, drilling contractors, and oilfield service companies. Demand for the segment’s composite solutions serving applications outside of oil and gas are driven by industrial activity, infrastructure spend, and population growth. Energy Equipment The Company’s Energy Equipment segment manufactures and supports the capital equipment and integrated systems needed for oil and gas exploration and production, both onshore and offshore, as well as for other marine-based, industrial and renewable energy markets. 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, 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; onshore production, including fluid processing, and surface transfer as well as progressive cavity pumps; offshore production, including integrated production systems and subsea production technologies; and aftermarket support of these technologies, providing spare parts, service, and repair. Energy Equipment primarily serves contract drillers, oilfield service companies, and oil and gas companies. Demand for the segment’s products primarily depends on capital spending plans by drilling contractors, service companies, and oil and gas companies, and secondarily on the overall level of oilfield drilling, completions, and workover activity which drives demand for equipment, spare parts, service, and repair for the segment’s large installed base of equipment. The segment also serves marine and offshore markets, where it designs and builds equipment for wind turbine installation and cable lay vessels, and offers heavy lift cranes and jacking systems; industrial markets, where the segment provides pumps and mixers for a wide breadth of industrial end markets; 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. 82 The following table presents financial data by business segment (in millions): Year Ended December 31, 2025 2024 2023 Energy Products and Services Energy Equipment Eliminations and corporate costs (1) Total Energy Products and Services Energy Equipment Eliminations and corporate costs (1) Total Energy Products and Services Energy Equipment Eliminations and corporate costs (1) Total Revenue from external customers $ 3,871 $ 4,873 $ — $ 8,744 $ 4,040 $ 4,830 $ — $ 8,870 $ 3,973 $ 4,610 $ — $ 8,583 Intersegment revenue 106 61 ( 167 ) — 90 58 ( 148 ) — 104 59 ( 163 ) — Total revenue 3,977 4,934 ( 167 ) 8,744 4,130 4,888 ( 148 ) 8,870 4,077 4,669 ( 163 ) 8,583 Less: Cost of revenue (2) 2,964 3,772 ( 78 ) 6,658 2,934 3,671 ( 62 ) 6,543 2,870 3,670 ( 67 ) 6,473 Selling, general, and administrative (2) 506 518 146 1,170 500 494 114 1,108 518 521 121 1,160 Goodwill and long-lived asset impairment — 40 30 70 — — — — — — — — Depreciation and amortization 233 115 7 355 221 115 7 343 183 111 8 302 (Gain)/loss on sales of fixed assets ( 3 ) ( 4 ) 4 ( 3 ) — — — — ( 1 ) ( 4 ) 2 ( 3 ) Operating profit $ 277 $ 493 $ ( 276 ) $ 494 $ 475 $ 608 $ ( 207 ) $ 876 $ 507 $ 371 $ ( 227 ) $ 651 Reconciliation to income before income taxes: Interest and financial costs — — ( 88 ) ( 88 ) — — ( 91 ) ( 91 ) — — ( 88 ) ( 88 ) Interest income — — 51 51 — — 38 38 — — 28 28 Equity income (loss) in unconsolidated affiliates ( 18 ) 2 — ( 16 ) 33 3 — 36 111 8 — 119 Other expenses, net — — ( 66 ) ( 66 ) — — ( 28 ) ( 28 ) — — ( 98 ) ( 98 ) Income before income taxes $ 259 $ 495 $ ( 379 ) $ 375 $ 508 $ 611 $ ( 288 ) $ 831 $ 618 $ 379 $ ( 385 ) $ 612 Other segment information: Capital expenditures $ 229 $ 136 $ 10 $ 375 $ 255 $ 86 $ 10 $ 351 $ 198 $ 68 $ 17 $ 283 Investment in unconsolidated affiliates $ 158 $ 5 $ — $ 163 $ 158 $ 5 $ — $ 163 $ 211 $ — $ — $ 211 Total assets $ 4,777 $ 4,815 $ 1,699 $ 11,291 $ 5,054 $ 4,895 $ 1,412 $ 11,361 $ 4,777 $ 5,509 $ 1,008 $ 11,294 (1) Sales from one segment to another generally are priced at estimated equivalent commercial selling prices; 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 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. Also included in the eliminations and corporate costs column are capital expenditures and total assets related to corporate. Corporate assets consist primarily of cash and fixed assets. (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, 2025 2024 2023 Energy Products and Services Energy Equipment Corporate Total Energy Products and Services Energy Equipment Corporate Total Energy Products and Services Energy Equipment Corporate Total Pre-tax Other Items included in: Cost of revenue $ 56 $ 39 $ 1 $ 96 $ 7 $ ( 118 ) $ 1 $ ( 110 ) $ 24 $ ( 18 ) $ 4 $ 10 Selling, general, and administrative 3 — 14 17 — — 1 1 29 4 8 41 Goodwill and long-lived asset impairment — 40 30 70 — — — — — — — — Total pre-tax Other Items $ 59 $ 79 $ 45 $ 183 $ 7 $ ( 118 ) $ 2 $ ( 109 ) $ 53 $ ( 14 ) $ 12 $ 51 83 Geographic Areas: The following table presents consolidated revenues by country based on sales destination of the products or service (in millions): Year Ended December 31, 2025 2024 2023 United States $ 2,998 $ 2,984 $ 2,933 Norway 907 714 473 Brazil 896 618 605 Other countries 3,943 4,554 4,572 Total $ 8,744 $ 8,870 $ 8,583 The following table presents net property, plant and equipment by country based on the location (in millions): December 31, 2025 2024 United States $ 941 $ 928 Saudi Arabia 328 303 Other countries 781 691 Total $ 2,050 $ 1,922 17. Share Repurchase Program On April 25, 2024, the Company established a share repurchase program for up to $ 1 billion of the currently outstanding shares of the Company’s common stock over a period of 36 months. Under the share repurchase program, the Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, in accordance with applicable securities laws and other restrictions, including Rule 10b-18. The timing and total amount of any stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations. The Company intends to fund the repurchases using its available U.S. cash balances, which may involve the repatriation of foreign earnings not indefinitely reinvested. However, depending on U.S cash balances, the Company may choose to borrow against its revolving credit facility or issue new debt to finance the repurchases. As shares are repurchased, they are constructively retired and returned to an unissued state. 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. 84 SCHEDU LE II NOV INC. VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2025, 2024 and 2023 (in millions) Balance beginning of year Additions (Deductions) charged to costs and expenses Charge offs and other Balance end of year Reserve for excess and obsolete inventories: 2025 $ 286 $ 36 $ ( 61 ) $ 261 2024 354 31 ( 99 ) 286 2023 378 28 ( 52 ) 354 Valuation allowance for deferred tax assets: 2025 $ 266 $ 82 $ 4 $ 352 2024 346 ( 64 ) ( 16 ) 266 2023 920 ( 564 ) ( 10 ) 346 85