What changed in this filing

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Item 1. Financial Statements

2026-04-28 compared with 2025-10-28 · 110 added, 209 removed, 332 unchanged (49% of the section changed)

2 unchanged sentences

(In millions, except share data)

September 30,

Current assets:

29 unchanged sentences

1 billion shares authorized;

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

360,255,938 and 360,803,354 shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital

8 unchanged sentences

(In millions, except per share data)

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Cost of revenue

3 unchanged sentences

Interest income

Equity income (loss) in unconsolidated affiliates

Other expense, net

Equity loss in unconsolidated affiliates

Other income (expense), net

Net income before income taxes

Provision for income taxes

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests

Net income attributable to Company

5 unchanged sentences

(In millions)

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Currency translation adjustments

2 unchanged sentences

Comprehensive income

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Company

2 unchanged sentences

(In millions)

Nine Months Ended

September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by

operating activities:

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

Depreciation and amortization

Deferred income taxes

Equity (income) loss in unconsolidated affiliates

Dividend from unconsolidated affiliate

Stock-based compensation

Gain on business divestiture

Change in operating assets and liabilities, net of acquisitions:

6 unchanged sentences

Other assets/liabilities, net

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchases of property, plant and equipment

Business acquisitions, net of cash acquired

Business divestitures, net of cash disposed

Net cash used in investing activities

Cash flows from financing activities:

Borrowings against lines of credit and other debt

Payments against lines of credit and other debt

4 unchanged sentences

Effect of exchange rates on cash

Increase (decrease) in cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

15 unchanged sentences

Common stock issued

Stock options exercised

Withholding taxes

1 unchanged sentence

Balance at March 31, 2026

Other comprehensive income

Cash dividends, $ 0.285 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at June 30, 2025

Other comprehensive income

Cash dividends, $ 0.075 per common share

Stock-based compensation

Share repurchases

Balance at September 30, 2025

Shares Issued

4 unchanged sentences

Balance at December 31, 2024

Other comprehensive loss

Other comprehensive income

Cash dividends, $ 0.075 per common share

Transactions with non-controlling interests

Stock-based compensation

1 unchanged sentence

Withholding taxes

Balance at March 31, 2024

Other comprehensive loss

Cash dividends, $ 0.075 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at June 30, 2024

Other comprehensive income

Cash dividends, $ 0.075 per common share

Transactions with non-controlling interests

Stock-based compensation

Share repurchases

Balance at September 30, 2024

Balance at March 31, 2025

See notes to unaudited consolidated financial statements.

6 unchanged sentences

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

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

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

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

4 unchanged sentences

Inventories consist of (in millions):

September 30,

March 31, 2026

December 31, 2025

Raw materials and supplies

4 unchanged sentences

Accrued liabilities consist of (in millions):

September 30,

March 31, 2026

December 31, 2025

Taxes (non income)

Fair value of derivatives

Accumulated Other Comprehensive Loss

1 unchanged sentence

Balance at December 31, 2025

Accumulated other comprehensive income before

reclassifications

Amounts reclassified from accumulated other comprehensive

Balance at September 30, 2025

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

Three Months Ended

September 30,

Cost of revenue

Selling, general and administrative

Nine Months Ended

September 30,

Cost of revenue

Selling, general and administrative

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

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

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

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

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

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

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

Accumulated other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss

Balance at March 31, 2026

The components of amounts reclassified from accumulated other comprehensive loss during the three months ended March 31, 2026 represent gains and losses reclassified on cash flow hedges when the hedged transaction occurs (see Note 11 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.

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

These reportable segments are determined as those businesses for which results are reviewed regularly by our Chief Executive Officer , who is identified as the Chief Operating Decision Maker, in allocating resources and assessing performance.

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

Three Months Ended

September 30,

These reportable segments are determined as those businesses for which results are reviewed regularly by our Chief Executive Officer , who is identified as the Chief Operating Decision Maker (“CODM”), in allocating resources and assessing performance.

The following tables present financial data by business segment (in millions):

Three Months Ended March 31,

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

Revenue from external customers

1 unchanged sentence

Total revenue

Less significant segment expenses:

Cost of revenue

2 unchanged sentences

(Gain) loss on sales of fixed assets

Operating profit

Reconciliation to income before income taxes:

Interest and financial costs

Interest income

Equity income (loss) in unconsolidated affiliates

Other expenses, net

Income before income taxes

Other segment information:

Capital expenditures

Nine Months Ended

September 30,

Total significant segment expenses

Other segment items (1)

Segment operating profit

Three Months Ended March 31,

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

and corporate costs (2)

Energy Products and Services

Energy Equipment

Eliminations and corporate costs (1)

Revenue from external customers

Intersegment revenue

Total revenue

Cost of revenue (2)

Selling, general, and administrative (2)

Depreciation and amortization

(Gain) loss on sales of fixed assets

Operating profit

Reconciliation to income before income taxes:

and corporate costs (2)

Segment operating profit

Corporate and other unallocated (3)

Interest and financial costs

7 unchanged sentences

Intangibles, net

(1) Other segment items represent amounts necessary to reconcile segment revenue less significant expenses categories to segment operating profit and include items such as restructuring charges, other non-recurring items, and amounts not regularly reviewed by the CODM.

(2) 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 that are eliminated in consolidation, as well as corporate costs not allocated to the segments.

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

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

1 unchanged sentence

Corporate assets consist primarily of cash and fixed assets.

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

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

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

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

Three Months Ended

September 30,

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Other Items included in:

Cost of revenue

Selling, general, and administrative

Nine Months Ended

September 30,

Energy Products and Services

Energy Equipment

Energy Products and Services

Energy Equipment

Other Items included in:

Cost of revenue

Selling, general, and administrative

(3) Includes certain corporate expenses not allocated to the segments, restructuring related to centrally managed initiatives and other non-recurring items.

Disaggregation of Revenue

1 unchanged sentence

In the table below, North America includes only the U.S.

Three Months Ended

September 30,

North America

International

Intersegment revenue

Nine Months Ended

September 30,

Three Months Ended March 31,

North America

4 unchanged sentences

The revenue streams of Energy Equipment are categorized as long-lived capital equipment sales and aftermarket sales and services.

Three Months Ended

September 30,

Energy Products and Services:

Services & rental

Capital equipment

Product sales

Intersegment revenue

Energy Equipment:

Capital equipment

Intersegment revenue

Total consolidated

Nine Months Ended

September 30,

Three Months Ended March 31,

Energy Products and Services:

8 unchanged sentences

Performance Obligations

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

Net revenue recognized from performance obligations satisfied in previous periods was not material for the three months ended March 31, 2026.

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

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

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

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

As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,615 million.

Although numerous factors can affect timing of revenue recognized on performance obligations, such as customer change orders, supplier accelerations or delays, and the current uncertainty and conflict in the Middle East, the Company expects to recognize approximately $ 1,538 million in revenue for the remaining performance obligations in the remainder of 2026 , $ 1,527 million in 2027 , $ 405 million in 2028 , and $ 1,145 million thereafter .

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.

Contract liabilities consist of customer billings in excess of revenue recognized under over-time contracts, customer advance payments and deferred revenue.

There were no impairment losses recorded on contract assets for the three months ended March 31, 2026 and 2025.

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):

2 unchanged sentences

Currency translation adjustments and other

Balance at September 30, 2025

Royalty Revenue

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

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

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

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

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

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

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 collectibility of the receivables.

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

Balance at March 31, 2026

Allowance for Credit Losses

1 unchanged sentence

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

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

As of March 31, 2026, the allowance for credit losses on accounts receivable and contract assets totaled $ 54 million.

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

3 unchanged sentences

Reclass for long-term receivables

Balance at September 30, 2025

Balance at March 31, 2026

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

6 unchanged sentences

Components of leases are as follows (in millions):

September 30,

March 31, 2026

December 31, 2025

Current portion of lease liabilities:

September 30,

March 31, 2026

December 31, 2025

Long-term portion of lease liabilities:

Debt consists of (in millions):

September 30,

March 31, 2026

December 31, 2025

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

4 unchanged sentences

Long-term debt

The Company has a revolving credit facility with a borrowing capacity of $ 1.5 billion through September 12, 2029.

On March 17, 2026, the Company extended the maturity date of the revolving credit facility by one additional year to September 12, 2030 .

The revolving credit facility has a borrowing capacity of $ 1.5 billion through September 12, 2030 .

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.

1 unchanged sentence

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

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

As of March 31, 2026, the Company was in compliance with a debt-to-capitalization ratio of 24.0 % and had no outstanding borrowings or letters of credits issued under the facility, resulting in $ 1.5 billion of available funds.

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

1 unchanged sentence

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

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

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

As of March 31, 2026, the joint venture was in compliance and will not have future borrowings on the line of credit.

As of March 31, 2026, the Company had $ 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.

1 unchanged sentence

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

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

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

Other debt at March 31, 2026 included $ 42 million of amounts owed to current and former minority interest partners of NOV consolidated joint ventures, of which $ 16 million is due in the next twelve months.

The Company had $ 1,040 million of outstanding letters of credit at March 31, 2026, primarily in Norway and the United States, that are under various bilateral letter of credit facilities.

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

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

At March 31, 2026 and December 31, 2025 , the fair value of the Company’s unsecured Senior Notes approximated $ 1,349 million and $ 1,353 million, respectively.

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

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

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

statutory tax rate was 21 % for all periods presented.

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

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

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

and state deferred tax assets.

At March 31, 2026 and December 31, 2025 , the carrying value of the Company’s unsecured Senior Notes approximated $ 1,589 million at both reporting dates.

The effective tax rate was 42.9 % and 38.8 % for the three months ended March 31, 2026, and 2025 , respectively, as compared to the U.S.

statutory tax rate of 21 % for both periods.

The effective tax rate for the three months ended March 31, 2026 was negatively impacted by a mix of earnings in higher tax rate jurisdictions and a shortfall related to previously recognized stock compensation deductibility.

The effective tax rate for the three months ended March 31, 2025 was negatively impacted by a mix of earnings in higher tax rate jurisdictions, unfavorable adjustments related to changes in certain foreign currency exchange rates, a shortfall related to previously recognized stock compensation deductibility, and adjustments to the carrying value of deferred tax assets, partially offset by a benefit from withholding tax refunds received.

Stock-Based Compensation

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 was amended and restated on May 24, 2022 and May 20, 2025.

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.

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

At March 31, 2026 , approximately 13 million shares remained available for future grants under the NOV Plan.

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

1 unchanged sentence

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

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

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

On February 18, 2026, under the NOV Plan, the Company granted 2,165,773 restricted stock units (“RSUs”) with a fair value of $ 19.99 per share, and performance share awards (“PSAs”) to senior management employees with potential payouts varying from zero to 1,522,052 shares in the aggregate.

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

The 2026 PSAs can be earned based on performance against two established goals over a three-year period :

TSR (total shareholder return) goal and ROCE (“Return on Capital Employed”, 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 ROCE goal is based on the Company’s ROCE using the Company’s consolidated financial results from January 1, 2028 until December 31, 2028.

ROCE shall be an amount equal to the Company’s (a) adjusted operating profit for the performance period, multiplied by (b) (1 - an assumed tax rate of 23%) divided by (c) the average of the Company’s total capital employed as of beginning of the performance period and the end of the performance period, with “total capital employed” equal to the Company’s (i) total stockholders’ equity plus (ii) long-term debt (including the current portion) less (iii) cash and cash equivalents.

Total expense for all stock-based compensation arrangements was $ 26 million for the three months ended March 31, 2026 , which included a non-recurring charge of $ 12 million, and $ 16 million for the three months ended March 31, 2025.

The total income tax expense recognized in the Consolidated Statements of Income for stock-based compensation arrangements for the three months ended March 31, 2026, and 2025 was zero and $ 9 million, respectively.

Derivative Financial Instruments

4 unchanged sentences

Currency Denomination

September 30,

Colombian Peso

March 31, 2026

December 31, 2025

South Korean Won

2 unchanged sentences

British Pound Sterling

South African Rand

Canadian Dollar

Cash Flow Hedging Strategy

6 unchanged sentences

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

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

The amount of gain recognized in other income (expense), net was zero for the three months ended March 31, 2026, and $ 3 million for the three months ended March 31, 2025.

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

2 unchanged sentences

Balance Sheet

September 30,

Balance Sheet

September 30,

Derivatives designated as hedging instruments under ASC Topic 815

14 unchanged sentences

The following table sets forth the computation of weighted average basic and diluted shares outstanding (in millions, except per share data):

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Net income attributable to Company

7 unchanged sentences

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

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

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

Net income attributable to the Company allocated to these participating securities was immaterial for each of the three months ended March 31, 2026 and 2025 , respectively.

The Company had stock options outstanding that were anti-dilutive totaling 12 million shares for the three months ended March 31, 2026, compared to 15 million shares for the three months ended March 31, 2025 .

Cash Dividends

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

Cash dividends were $ 33 million for the three months ended March 31, 2026 , compared to $ 28 million for the three months ended March 31, 2025.

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

8 unchanged sentences

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

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

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

During the three months ended March 31, 2026 , the Company repurchased approximately 3.5 million shares of common stock under the program for an aggregate amount of $ 67 million.

During the three months ended March 31, 2025 , the Company repurchased approximately 5.4 million shares of common stock under the program for an aggregate amount of $ 81 million.

Commitments and Contingencies

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

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

As of March 31, 2026, in the ordinary course of business, the Company recorded reserves in an amount believed to be sufficient, given the estimated range of potential outcomes, for contingent liabilities believed to be probable.

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

3 unchanged sentences

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

Developments in global trade policy, including tariffs, geopolitical tensions, sanctions, and regulatory changes, have impacted and may continue to influence our operations.

In February 2026, the U.S.

Supreme Court determined that certain tariffs were unlawful, effectively nullifying the legal basis for some incremental tariffs implemented since February 2025 and sending related cases back to the Court of International Trade.

In response, the U.S.

administration introduced new tariffs under different authorities, increasing uncertainty around the scope, duration, and potential changes to current and future tariffs, as well as the risk of retaliatory measures.

We have submitted Consolidated Administration and Processing of Entries (“CAPE”) Declarations for International Emergency Economic Powers Act (“IEEPA”) duty refunds and are closely monitoring developments to better understand the government’s next steps.

Our first-quarter 2026 financial results do not reflect any potential benefit from such refunds.

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

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

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

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

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

5 unchanged sentences

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

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

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

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

The 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:

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

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

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

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

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

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 is appealing the court’s decision, which can be found in the case:

Halliburton Energy Services, Inc.

Grant Prideco, Inc.

26-1256, 26-1266, In the United States Court of Appeals for the Federal Circuit.

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.

As of March 31, 2026, royalty receivables of $ 137 million, net of related reserves of $ 78 million and the remaining timing related discount of $ 43 million, are included in “Other assets” on the Consolidated Balance Sheets.

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

What changed 10-Q

Item 1. Financial Statements