What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-10-30 · 147 added, 289 removed, 381 unchanged (53% of the section changed)

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Products $ 100,551 $ 94,329

8 unchanged sentences

Impairment of goodwill — 10,000

Impairments of intangible assets 10,787 — 10,787 —

Impairments of operating lease assets 2,579 — 2,579 —

Other operating (income) expense, net ( 955 ) ( 1,985 ) 76 ( 2,503 )

Other operating income, net ( 2,933 ) ( 203 )

154,299 178,439

1 unchanged sentence

Interest expense, net ( 1,578 ) ( 2,101 )

Other income, net 731 186 1,311 672

Other income (expense), net 138 ( 72 )

Income (loss) before income taxes 4,199 ( 13,350 )

12 unchanged sentences

(In Thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net income (loss) $ 3,158 $ ( 13,374 )

7 unchanged sentences

(In Thousands, Except Share Amounts)

September 30,

2025 December 31, 2024

41 unchanged sentences

(In Thousands)

Three Months Ended September 30, 2024 Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Balance, June 30, 2024 $ 786 $ 1,133,282 $ 272,845 $ ( 76,162 ) $ ( 640,362 ) $ 690,389

Net loss — — ( 14,349 ) — — ( 14,349 )

Currency translation adjustments (excluding intercompany advances) — — — 6,568 — 6,568

Currency translation adjustments on intercompany advances — — — 2,999 — 2,999

Stock-based compensation expense — 2,352 — — — 2,352

Surrender of stock to settle taxes on stock awards — — — — ( 9 ) ( 9 )

Stock repurchases — — — — ( 3,144 ) ( 3,144 )

Balance, September 30, 2024 $ 786 $ 1,135,634 $ 258,496 $ ( 66,595 ) $ ( 643,515 ) $ 684,806

Nine Months Ended September 30, 2024 Common

Three Months Ended March 31, 2025 Common

Stock Additional

5 unchanged sentences

Balance, December 31, 2024 $ 786 $ 1,137,949 $ 273,660 $ ( 79,532 ) $ ( 652,209 ) $ 680,654

Net loss — — ( 26,422 ) — — ( 26,422 )

Currency translation adjustments (excluding intercompany advances) — — — 5,594 — 5,594

Currency translation adjustments on intercompany advances — — — ( 2,205 ) — ( 2,205 )

Stock-based compensation expense 14 6,394 — — — 6,408

Surrender of stock to settle taxes on stock awards — — — — ( 2,596 ) ( 2,596 )

Stock repurchases — — — — ( 5,518 ) ( 5,518 )

Balance, September 30, 2024 $ 786 $ 1,135,634 $ 258,496 $ ( 66,595 ) $ ( 643,515 ) $ 684,806

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

Three Months Ended September 30, 2023 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

Balance, June 30, 2023 $ 772 $ 1,125,647 $ 274,743 $ ( 71,522 ) $ ( 631,535 ) $ 698,105

Net income — — 3,158 — — 3,158

4 unchanged sentences

Stock repurchases — — — — ( 5,346 ) ( 5,346 )

Balance, September 30, 2023 $ 772 $ 1,127,443 $ 278,955 $ ( 77,271 ) $ ( 631,535 ) $ 698,364

Nine Months Ended September 30, 2023 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

Balance, March 31, 2025 $ 805 $ 1,139,768 $ 276,818 $ ( 73,993 ) $ ( 659,987 ) $ 683,411

Three Months Ended March 31, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

Balance, December 31, 2023 $ 772 $ 1,129,240 $ 284,918 $ ( 69,984 ) $ ( 635,401 ) $ 709,545

Net income — — 6,928 — — 6,928

Net loss — — ( 13,374 ) — — ( 13,374 )

Currency translation adjustments (excluding intercompany advances) — — — ( 895 ) — ( 895 )

2 unchanged sentences

Surrender of stock to settle taxes on stock awards — — — — ( 2,578 ) ( 2,578 )

Stock repurchases — — — — ( 3,001 ) ( 3,001 )

Balance, September 30, 2023 $ 772 $ 1,127,443 $ 278,955 $ ( 77,271 ) $ ( 631,535 ) $ 698,364

Balance, March 31, 2024 $ 785 $ 1,130,979 $ 271,544 $ ( 73,011 ) $ ( 637,979 ) $ 692,318

The accompanying notes are an integral part of these financial statements.

3 unchanged sentences

(In Thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income (loss) $ 3,158 $ ( 13,374 )

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

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

Depreciation and amortization expense 12,025 14,195

Impairment of goodwill

Impairments of operating lease assets

Impairments of intangible assets

Stock-based compensation expense 1,838 1,752

Amortization of deferred financing costs 332 513

Deferred income tax benefit ( 2,798 ) ( 66 )

Deferred income tax provision (benefit) 175 ( 1,122 )

Gains on disposals of assets ( 2,189 ) ( 1,245 )

Gains on extinguishment of 4.75 % convertible senior notes

Other, net ( 442 ) ( 300 )

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effect from acquired business:

Accounts receivable 12,382 1,579

3 unchanged sentences

Other operating assets and liabilities, net ( 5,233 ) 135

Net cash flows provided by operating activities 27,684 52,377

Net cash flows provided by (used in) operating activities 9,295 ( 11,360 )

Cash flows from investing activities:

1 unchanged sentence

Proceeds from disposition of property and equipment

Proceeds from disposition of assets held for sale

Other, net ( 34 ) ( 31 )

3 unchanged sentences

Revolving credit facility repayments ( 170 ) ( 1,894 )

Purchases of 4.75 % convertible senior notes

Repayment of 1.50 % convertible senior notes

Other debt and finance lease repayments ( 171 ) ( 154 )

1 unchanged sentence

Purchases of treasury stock

( 5,149 ) ( 3,001 )

Shares added to treasury stock as a result of net share settlements

5 unchanged sentences

Cash and cash equivalents, end of period $ 66,828 $ 24,059

Cash paid (received) for:

Cash paid for:

Interest $ 307 $ 306

13 unchanged sentences

Actual results could materially differ from those estimates.

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies.

Historical segment financial data and disaggregated revenue information as of and for the three and nine months ended September 30, 2023, as presented in Note 10, “Segments and Related Information,” were conformed with the 2024 segment presentation.

Additionally, following the sale of its remaining U.S.

land-based drilling rigs and the exit of the flowback and well testing service offering in the third quarter of 2024, the Company’s Well Site Services segment name was changed to the Completion and Production Services segment.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date.

1 unchanged sentence

The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Asset Impairments and Other Charges and Credits

Asset Impairments and Other Charges

In 2024, the Company implemented initiatives to reduce future costs, which are continuing into 2025.

These management actions included the consolidation, relocation and exit of certain manufacturing and service locations, the exit of certain service offerings, reductions in the Company’s workforce in the United States as well as the realignment of operations within two of the Company’s reportable segments.

The Company has also incurred legal and other related costs to enforce certain patents related to its proprietary technologies.

As a result of these events, actions and assessments, the Company recorded the following charges and credits in 2024 and 2023 (in thousands):

These management actions included:

the consolidation, relocation and exit of certain manufacturing and service locations;

the exit of certain service offerings;

reductions in the Company’s workforce in the United States as well as the realignment of operations within two of the Company’s reportable segments.

The Company also incurred legal and other related costs to enforce certain patents related to its proprietary technologies in 2024.

As a result of these events, actions and assessments, the Company recorded the following charges in 2025 and 2024 (in thousands):

Offshore Manufactured Products

1 unchanged sentence

Downhole Technologies Corporate Total

Three Months Ended September 30, 2024

Impairments of:

$ — $ — $ — $ — $ —

Intangible assets

— 10,787 — — 10,787

Operating lease assets

— 2,092 487 — 2,579

Facility consolidation and exit, and other charges

354 2,982 123 34 3,493

Patent defense costs — 1,347 — — 1,347

Gains on extinguishment of debt

Pre-tax totals

Three Months Ended March 31, 2025

Facility exit charges

$ — $ 930 $ — $ — $ 930

1 unchanged sentence

After-tax total

Nine Months Ended September 30, 2024

Impairments of:

$ — $ — $ 10,000 $ — $ 10,000

Intangible assets

— 10,787 — — 10,787

Operating lease assets

Three Months Ended March 31, 2024

Impairment of goodwill

$ — $ — $ 10,000 $ — $ 10,000

Facility consolidation and exit, and other charges 1,463 1,046 — — 2,509

3,364 5,583 123 34 9,104

Patent defense costs — 2,671 — — 2,671

Gains on extinguishment of debt

— — — ( 515 ) ( 515 )

Pre-tax totals

2 unchanged sentences

After-tax total $ 11,501

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Pre-tax Total

Three and Nine Months Ended September 30, 2023

Facility consolidation and exit, and other charges $ 1,649 $ — $ — $ — $ 1,649

Income tax benefit

After-tax total $ 1,302

OIL STATES INTERNATIONAL, INC.

3 unchanged sentences

If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

Changes in the carrying amount of goodwill, by operating segment, for the nine months ended September 30, 2024 were as follows (in thousands):

Offshore Manufactured

Downhole Technologies Total

Balance as of December 31, 2023 $ 79,867 $ — $ 79,867

Goodwill associated with transferred operations

( 10,000 ) 10,000 —

Impairment of goodwill

— ( 10,000 ) ( 10,000 )

Foreign currency translation 572 — 572

Balance as of September 30, 2024

$ 70,439 $ — $ 70,439

In connection with the first quarter 2024 realignment of the composition of two of its reportable segments discussed in Note 1, “Organization and Basis of Presentation,” goodwill of $ 10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values.

Management uses a combination of valuation methodologies including the income approach and guideline public company comparables.

The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements).

The income approach estimates fair value by discounting the Company’s forecasts of future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment.

Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data.

These estimates rely upon significant management judgment.

In connection with this realignment, goodwill of $ 10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values.

The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value.

3 unchanged sentences

This impairment charge did not impact the Company’s liquidity position, debt covenants or cash flows.

Management used a combination of valuation methodologies including the income approach and guideline public company comparables.

The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements).

These estimates rely upon significant management judgment.

Long-Lived Tangible and Intangible Assets

An assessment for impairment of long-lived tangible and intangible assets is conducted when an event occurs or circumstances change that indicate that the carrying value of long-lived tangible and intangible assets may not be recoverable.

In response to further reductions in customer activity in the United States during the third quarter of 2024, management made strategic decisions to exit its underperforming flowback and well testing service offering and sell the related equipment and inventory.

Management also decided to exit six leased facilities.

As a result of these events and actions, the Company recorded non-cash intangible asset (customer relationships and tradenames) impairment charges of $ 10.8 million associated with the exit of this service offering and operating lease impairments of $ 2.6 million related to facility closures.

Additionally, the equipment and inventory of the exited service offering in the Completion and Production Services segment was reclassified to assets held for sale, and transferred from property, plant and equipment and inventory to prepaid and other current assets.

The carrying value of assets held for sale totaled $ 13.4 million as of September 30, 2024.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company performed an annual qualitative assessment of goodwill as of December 1, 2024, which indicated that the fair value of the Offshore Manufactured Products segment was greater than its carrying amount and no additional provision for impairment was required.

The Company’s remaining goodwill within the segment totaled approximately $ 70 million as of March 31, 2025 and December 31, 2024.

Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of September 30, 2024 and December 31, 2023 is presented below (in thousands):

September 30,

Additional information regarding selected balance sheet accounts as of March 31, 2025 and December 31, 2024 is presented below (in thousands):

2025 December 31,

8 unchanged sentences

Allowance for doubtful accounts as a percentage of total accounts receivable 1 % 1 %

September 30,

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2025 December 31,

Deferred revenue (contract liabilities) $ 50,908 $ 52,399

As of September 30, 2024, accounts receivable, net in the United States and the United Kingdom represented 63 % and 18 %, respectively, of the total.

No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of September 30, 2024.

For the nine months ended September 30, 2024, the $ 16.0 million net decrease in contract assets was primarily attributable to $ 44.2 million transferred to accounts receivable, which was partially offset by $ 28.5 million in revenue recognized during the period.

Deferred revenue (contract liabilities) decreased by $ 2.0 million in the first nine months of 2024, primarily reflecting the recognition of $ 14.2 million of revenue that was deferred at the beginning of the period, partially offset by $ 12.0 million in new customer billings which were not recognized as revenue during the period.

The following provides a summary of activity in the allowance for doubtful accounts for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

As of March 31, 2025, accounts receivable, net in the United States and the United Kingdom represented 65 % and 18 %, respectively, of the total.

No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of March 31, 2025.

For the three months ended March 31, 2025, the $ 7.8 million net increase in contract assets was primarily attributable to $ 20.6 million in revenue recognized during the period, which was partially offset by $ 12.9 million transferred to accounts receivable.

Deferred revenue (contract liabilities) decreased by $ 1.5 million in the first three months of 2025, primarily reflecting the recognition of $ 13.0 million of revenue that was deferred at the beginning of the period, partially offset by $ 10.9 million in new customer billings which were not recognized as revenue during the period.

The following provides a summary of activity in the allowance for doubtful accounts for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

Allowance for doubtful accounts – January 1 $ 2,614 $ 4,497

1 unchanged sentence

Write-offs ( 12 ) ( 135 )

Allowance for doubtful accounts – September 30 $ 4,710 $ 5,059

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30,

Other 2 ( 5 )

Allowance for doubtful accounts – March 31 $ 2,771 $ 4,369

2025 December 31,

6 unchanged sentences

$ 215,702 $ 214,836

September 30,

2025 December 31,

3 unchanged sentences

$ 268,021 $ 266,871

For the three months ended September 30, 2024 and 2023, depreciation expense was $ 9.5 million and $ 11.1 million, respectively.

Depreciation expense was $ 29.9 million and $ 33.3 million, respectively, for the nine months ended September 30, 2024 and 2023.

September 30, 2024 December 31, 2023

For the three months ended March 31, 2025 and 2024, depreciation expense was $ 8.3 million and $ 9.9 million, respectively.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 December 31, 2024

Amount Accumulated

5 unchanged sentences

Patents/Technology/Know-how 70,297 40,996 29,301 70,206 39,699 30,507

70,301 38,452 31,849 70,113 34,541 35,572

Tradenames and other 47,739 20,346 27,393 47,729 19,699 28,030

$ 240,986 $ 118,748 $ 122,238 $ 240,794 $ 114,932 $ 125,862

For the three months ended September 30, 2024 and 2023, amortization expense was $ 4.1 million and $ 4.3 million, respectively.

Amortization expense was $ 12.7 million and $ 12.9 million for the nine months ended September 30, 2024 and 2023, respectively.

As further discussed in Note 2, “Asset Impairments and Other Charges and Credits,” during the third quarter of 2024 the Company made a strategic decision to exit an underperforming service offering within the Completion and Production Services segment.

As a result of this action, the segment recognized non-cash impairment charges of $ 9.1 million related to customer relationships and $ 1.7 million related to tradenames.

September 30,

For the three months ended March 31, 2025 and 2024, amortization expense was $ 3.8 million and $ 4.3 million, respectively.

2025 December 31,

5 unchanged sentences

$ 24,359 $ 24,903

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30,

2025 December 31,

8 unchanged sentences

Long-term Debt

As of September 30, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

September 30,

As of March 31, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):

2025 December 31,

7 unchanged sentences

____________________

(1) Unamortized deferred financing costs of $ 1.7 million and $ 1.1 million as of September 30, 2024 and December 31, 2023, respectively, are presented in other noncurrent assets.

(2) The outstanding principal amount of the 2026 Notes was $ 123.5 million and $ 135.0 million as of September 30, 2024 and December 31, 2023, respectively .

(1) Unamortized deferred financing costs of $ 1.5 million and $ 1.6 million as of March 31, 2025 and December 31, 2024, respectively, are presented in other noncurrent assets.

(2) The outstanding principal amount of the 2026 Notes was $ 123.5 million as of March 31, 2025 and December 31, 2024 .

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revolving Credit Facility

1 unchanged sentence

The ABL Facility is governed by a credit agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (as amended, the “ABL Agreement”).

In February 2024, the Company amended the ABL Facility to extend the maturity date to February 16, 2028, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 17.5 million.

The ABL Facility matures on February 16, 2028, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 17.5 million.

The ABL Agreement provides funding based on a borrowing base calculation that includes eligible U.S.

5 unchanged sentences

The ABL Agreement contains customary default provisions, which, if triggered, could result in acceleration of repayment of all amounts then outstanding.

The ABL Agreement also requires the Company to satisfy and maintain a fixed charge coverage

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ratio of not less than 1.0 to 1.0 (i) in the event that availability under the ABL Agreement is less than the greater of (a) 15 % of the borrowing base and (b) $ 14.1 million;

The ABL Agreement also requires the Company to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 (i) in the event that availability under the ABL Agreement is less than the greater of (a) 15 % of the borrowing base and (b) $ 14.1 million;

(ii) to complete certain specified transactions;

or (iii) if an event of default has occurred and is continuing.

As of September 30, 2024, the Company had no borrowings outstanding under the ABL Facility and $ 15.1 million of outstanding letters of credit.

The total amount available to be drawn as of September 30, 2024 was $ 76.4 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit.

As of September 30, 2024, the Company was in compliance with its debt covenants under the ABL Agreement.

As of March 31, 2025, the Company had no borrowings outstanding under the ABL Agreement and $ 16.2 million of outstanding letters of credit.

The total amount available to be drawn as of March 31, 2025 was $ 62.1 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit.

As of March 31, 2025, the Company was in compliance with its debt covenants under the ABL Agreement.

The Company issued $ 135.0 million aggregate principal amount of its 4.75 % convertible senior notes due 2026 (the “2026 Notes”) pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between the Company and Computershare Trust Company, National Association, as successor trustee.

The following table provides a summary of the Company's purchases of outstanding 2026 Notes during the nine months ended September 30, 2024, with non-cash gains reported within other income, net (in thousands):

Principal Amount Carrying Value of Liability Cash Paid Non-cash

Pre-Tax Gains Recognized

Nine Months Ended September 30, 2024

$ 11,500 $ 11,361 $ 10,846 $ 515

The outstanding 2026 Notes bear interest at a rate of 4.75 % per year and will mature on April 1, 2026, unless earlier repurchased, redeemed or converted.

4 unchanged sentences

The Company’s intent is to repay the principal amount of the 2026 Notes in cash and settle the conversion feature (if any) in shares of the Company’s common stock.

As of September 30, 2024, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

On January 30, 2018, the Company issued $ 200.0 million aggregate principal amount of its 1.50 % convertible senior notes due 2023 (the "2023 Notes").

The 2023 Notes bore interest at a rate of 1.50 % per year, and the outstanding principal amount of $ 17.3 million matured and was repaid in full on February 15, 2023.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments.

The Company believes that the carrying values of these instruments, other than the 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values.

The estimated fair value of the 2026 Notes as of September 30, 2024 was $ 120.9 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 123.5 million.

As of March 31, 2025, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments.

The Company believes that the carrying values of these instruments, other than the 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values.

The estimated fair value of the 2026 Notes as of March 31, 2025 was $ 122.1 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 123.5 million.

Stockholders’ Equity

Common and Preferred Stock

The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first nine months of 2024 (in thousands):

The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first three months of 2025 (in thousands):

Shares of common stock outstanding – December 31, 2024 61,493

2 unchanged sentences

Purchases of treasury stock ( 1,037 )

Shares of common stock outstanding – September 30, 2024 63,111

As of September 30, 2024 and December 31, 2023, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding.

On February 16, 2023, the Company’s Board of Directors authorized $ 25.0 million for the repurchase of the Company’s common stock, par value $ 0.01 per share, through February 2025.

Shares of common stock outstanding – March 31, 2025 61,873

As of March 31, 2025 and December 31, 2024, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding.

On October 24, 2024, the Company’s Board of Directors terminated the Company’s existing common stock repurchase program and replaced it with a new $ 50.0 million authorization for the repurchase of the Company’s common stock, par value $ 0.01 per share, through October 2026.

Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate.

During the three months ended September 30, 2024, the Company purchased 646 thousand shares of common stock under the program at a total cost of $ 3.1 million.

During the nine months ended September 30, 2024, the Company purchased 1.2 million shares of common stock under the program at a total cost of $ 5.5 million.

The amount remaining under the Company’s existing share repurchase authorization as of September 30, 2024 was $ 12.6 million.

On October 24, 2024, the Company’s Board of Directors terminated the Company’s existing common stock repurchase program and replaced it with a new $ 50.0 million common stock repurchase authorization, which expires in October 2026.

During the three months ended March 31, 2025, the Company purchased 1.0 million shares of common stock under the programs at a total cost of $ 5.3 million.

The amount remaining under the Company’s current share repurchase authorization as of March 31, 2025 was $ 36.0 million.

Accumulated Other Comprehensive Loss

1 unchanged sentence

dollar as used to translate certain of the international operations of the Company’s operating segments.

Accumulated other comprehensive loss decreased from $ 70.0 million at December 31, 2023 to $ 66.6 million at September 30, 2024.

For the three and nine months ended September 30, 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income were primarily attributable to the United Kingdom and Brazil.

During the nine months ended September 30, 2024, the exchange rates for the British pound strengthened by 5 % compared to the U.S.

dollar while the Brazilian real weakened by 11 % compared to the U.S.

dollar, contributing to other comprehensive income of $ 3.4 million.

During the nine months ended September 30, 2023, the exchange rates for the British pound and the Brazilian real strengthened by 1 % and 4 %, respectively, compared to the U.S.

Accumulated other comprehensive loss decreased from $ 79.5 million at December 31, 2024 to $ 74.0 million at March 31, 2025.

For the three months ended March 31, 2025 and 2024, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the three months ended March 31, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 3 % and 8 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive income of $ 5.5 million.

Income tax provision for the three and nine months ended September 30, 2024 and 2023 was calculated using a discrete approach.

During the three months ended March 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1 % and 3 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive loss of $ 3.0 million.

Income tax provision for the three months ended March 31, 2025 and 2024 was calculated using a discrete approach.

This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate.

For the three months ended September 30, 2024, the Company’s income tax expense was $ 2.2 million on a pre-tax loss of $ 12.1 million, which included unfavorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses.

This compares to an income tax expense of $ 0.2 million on pre-tax income of $ 4.4 million, which included certain non-deductible expenses, discrete tax items and a reduction in valuation allowances recorded against deferred tax assets, for the three months ended September 30, 2023.

OIL STATES INTERNATIONAL, INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2024, the Company’s income tax expense was $ 1.6 million on a pre-tax loss of $ 24.8 million, which included a $ 10.0 million goodwill impairment charge (approximately $ 7.7 million of which was non-deductible), other non-deductible expenses and unfavorable changes in valuation allowances recorded against deferred tax assets.

This compares to an income tax expense of $ 2.7 million on pre-tax income of $ 9.6 million, which included certain non-deductible expenses, discrete tax items and a reduction in valuation allowances recorded against deferred tax assets for the nine months ended September 30, 2023.

For the three months ended March 31, 2025, the Company’s income tax expense was $ 1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses on pre-tax income of $ 4.2 million.

This compares to an income tax expense of $ 24 thousand, which included the impact of a $ 10.0 million goodwill impairment charge (approximately $ 7.7 million of which was non-deductible), discrete tax items and other non-deductible expenses on a pre-tax loss of $ 13.4 million for the three months ended March 31, 2024.

Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income (loss) $ 3,158 $ ( 13,374 )

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Diluted 0.05 ( 0.21 )

The calculation of diluted earnings per share for the three and nine months ended September 30, 2024 excluded 77 thousand shares and 92 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect.

The calculation of diluted earnings per share for the three and nine months ended September 30, 2023 excluded 159 thousand shares and 177 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect.

Additionally, shares issuable upon conversion of the 2026 Notes were excluded due to, among other factors, the Company’s share price.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Shares issuable upon conversion of the Company’s convertible senior notes were excluded from each period due to, among other factors, the Company’s share price.

Long-Term Incentive Compensation

The following table presents a summary of activity for stock options, service-based restricted stock and stock unit awards, and performance-based stock unit awards for the nine months ended September 30, 2024 (in thousands):

Stock Options Service-based Restricted Stock Performance- and Service-based Stock Units

The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the three months ended March 31, 2025 (in thousands):

Service-based Restricted Stock Performance- and Service-based Stock Units

Outstanding – December 31, 2024 1,513 1,033

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Forfeited — —

Outstanding – September 30, 2024 77 1,513 800

Outstanding – March 31, 2025 2,252 831

Weighted average grant date fair value (2025 awards) $ 5.37 $ 5.37

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Service-based restricted stock awards vest on a straight-line basis over a term of three years .

Service-based stock unit awards ( 149 thousand outstanding as of September 30, 2024) vest over one year , with the underlying shares issued at a specified future date.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Service-based stock unit awards ( 149 thousand outstanding as of March 31, 2025) vest over one year , with the underlying shares issued at a specified future date.

Performance-based stock unit awards vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period.

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If the actual performance falls below the threshold performance level, no shares will vest.

The Company issued conditional long-term cash incentive awards (“Cash Awards”) of $ 1.5 million in the first quarters of 2024 and 2023.

The Company issued conditional long-term cash incentive awards (“Cash Awards”) with targeted values of $ 1.4 million and $ 1.5 million in the first quarters of 2025 and 2024, respectively.

The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period.

The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $ 3.1 million, limited to their targeted award value ($ 1.5 million) if the Company’s total stockholder return were to be negative over the performance period.

The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $ 2.9 million for 2025 awards and from zero to a maximum of $ 3.1 million for 2024 awards, limited to their targeted value if the Company’s total stockholder return were to be negative over the performance period.

Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

Stock-based compensation expense recognized during the three and nine months ended September 30, 2024 totaled $ 2.4 million and $ 6.4 million, respectively.

Stock-based compensation expense recognized during the three and nine months ended September 30, 2023 totaled $ 1.8 million and $ 5.2 million, respectively.

As of September 30, 2024, there was $ 9.2 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock-based compensation expense recognized during the three months ended March 31, 2025 and 2024 totaled $ 1.8 million and $ 1.8 million, respectively.

As of March 31, 2025, there was $ 14.0 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

Segments and Related Information

The Company operates through three operating segments:

Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies.

Financial information by operating segment as of and for the three and nine months ended September 30, 2024 and 2023 is summarized in the following tables (in thousands).

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets

Three Months Ended September 30, 2024

The Company operates through three reportable operating segments:

Offshore Manufactured Products, Completion and Production Services and Downhole Technologies.

Financial information by operating segment for the three months ended March 31, 2025 and 2024 is summarized in the following tables (in thousands).

Three Months Ended March 31, 2025

Offshore Manufactured Products

$ 102,234 $ 3,631 $ 19,310 $ 3,074 $ 506,563

Completion and Production Services (1)

40,099 5,749 ( 18,267 ) 4,084 158,338

Downhole Technologies

$ 92,596 $ 34,519 $ 32,823 $ — $ 159,938

Corporate — 134 ( 8,431 ) — 56,147

Total $ 174,348 $ 13,635 $ ( 11,041 ) $ 7,428 $ 994,141

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 66,915 26,905 28,857 — 122,677

Selling, general and administrative expense 8,635 1,996 1,999 9,900 22,530

Depreciation and amortization expense 3,608 4,272 4,029 116 12,025

Other operating (income) loss, net

( 838 ) ( 2,157 ) 62 — ( 2,933 )

(1) Operating income included $ 0.4 million of facility consolidation and other charges.

(2) Operating loss included $ 17.2 million of asset impairment, facility consolidation and exit, patent defense and other charges.

(3) Operating loss included $ 0.6 million of asset impairment and other charges.

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets

Three Months Ended September 30, 2023

Offshore Manufactured Products (4)

78,320 31,016 34,947 10,016 154,299

Completion and Production Services

Operating income (loss) $ 14,276 $ 3,503 $ ( 2,124 ) $ ( 10,016 ) $ 5,639

Capital expenditures

$ 4,823 $ 3,525 $ 791 $ 19 $ 9,158

Downhole Technologies 38,388 4,546 ( 1,900 ) 568 287,152

Corporate — 152 ( 10,781 ) 150 64,044

Total $ 194,289 $ 15,416 $ 6,190 $ 6,032 $ 1,048,020

Total assets (as of March 31, 2025)

506,530 147,665 268,139 68,401 990,735

(4) Operating income included $ 1.6 million of facility consolidation and other charges.

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets

Nine Months Ended September 30, 2024

Offshore Manufactured Products (5)

________________

(1) Operating income included $ 0.9 million of facility consolidation charges.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2024

Offshore Manufactured Products (1)

Completion and Production Services (2)

133,812 17,875 ( 19,221 ) 10,416 158,338

Downhole Technologies (3)

$ 86,857 $ 47,292 $ 33,113 $ — $ 167,262

Corporate — 436 ( 28,349 ) 20 56,147

Total $ 527,993 $ 42,528 $ ( 20,173 ) $ 23,309 $ 994,141

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 63,501 39,814 28,636 — 131,951

Selling, general and administrative expense 8,558 2,526 2,283 9,129 22,496

Depreciation and amortization expense 3,693 6,079 4,270 153 14,195

Impairment of goodwill — — 10,000 — 10,000

Other operating (income) loss, net

502 ( 708 ) 3 — ( 203 )

(5) Operating income included $ 3.4 million of facility consolidation and other charges.

(6) Operating loss included $ 21.1 million of asset impairment, facility consolidation and exit, patent defense and other charges.

(7) Operating loss included $ 10.6 million of asset impairment and other charges.

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets

Nine Months Ended September 30, 2023

Offshore Manufactured Products (8)

76,254 47,711 45,192 9,282 178,439

Completion and Production Services

Operating income (loss) $ 10,603 $ ( 419 ) $ ( 12,079 ) $ ( 9,282 ) $ ( 11,177 )

Capital expenditures

$ 7,221 $ 2,414 $ 446 $ 11 $ 10,092

Downhole Technologies 127,370 14,161 ( 148 ) 1,239 287,152

Corporate — 470 ( 31,623 ) 427 64,044

Total assets (as of March 31, 2024)

516,039 179,763 278,055 41,958 1,015,815

________________

(8) Operating income included $ 1.6 million of facility consolidation and other charges.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2024 and 2023 (in thousands):

(1) Operating income included $ 1.5 million of facility consolidation charges.

(2) Operating loss included $ 1.0 million in facility consolidation and other charges.

(3) Operating loss included a $ 10.0 million non-cash goodwill impairment charge (see Note 2, “Asset Impairments and Other Charges”).

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2025 and 2024 (in thousands).

Offshore Manufactured Products

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2025 2024 2025 2024 2025 2024 2025 2024

Three Months Ended September 30

Three Months Ended March 31

Project-driven:

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Military and other products 9,048 8,487 — — — — 9,048 8,487

Products — — — — 31,318 36,957 31,318 36,957

Services — — 40,099 59,831 697 1,431 40,796 61,262

Total short-cycle — — 40,099 59,831 32,015 38,388 72,114 98,219

$ 102,234 $ 96,070 $ 40,099 $ 59,831 $ 32,015 $ 38,388 $ 174,348 $ 194,289

Offshore Manufactured Products

Completion and Production Services

Downhole Technologies Total

Short-cycle products and services

— — 34,519 47,292 32,823 33,113 67,342 80,405

Nine Months Ended September 30

Project-driven:

Products $ 171,053 $ 152,241 $ — $ — $ — $ — $ 171,053 $ 152,241

Services 89,011 79,867 — — — — 89,011 79,867

Total project-driven 260,064 232,108 — — — — 260,064 232,108

Military and other products 30,583 23,114 — — — — 30,583 23,114

Products — — — — 102,070 119,751 102,070 119,751

Services — — 133,812 191,425 1,464 7,619 135,276 199,044

Total short-cycle — — 133,812 191,425 103,534 127,370 237,346 318,795

$ 92,596 $ 86,857 $ 34,519 $ 47,292 $ 32,823 $ 33,113 $ 159,938 $ 167,262

Revenues from products and services transferred to customers over time accounted for approximately 67 % and 66 % of consolidated revenues for the nine months ended September 30, 2024 and 2023, respectively.

Revenues from products and services transferred to customers over time accounted for approximately 62 % and 67 % of consolidated revenues for the three months ended March 31, 2025 and 2024, respectively.

The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time.

As of September 30, 2024, the Company had $ 223 million of remaining backlog related to contracts with an original expected duration of greater than one year.

Approximately 19 % of this remaining backlog is expected to be recognized as revenue over the remaining three months of 2024, with an additional 42 % recognized in 2025 and the balance thereafter.

As of March 31, 2025, the Company had $ 248.3 million of remaining backlog related to contracts with an original expected duration of greater than one year.

Approximately 44 % of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2025, with an additional 32 % recognized in 2026 and the balance thereafter.

Commitments and Contingencies

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The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us:

• the impact of the ongoing military actions in Europe and the Middle East, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;

• the ability and willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations to set and maintain oil production levels and pricing;

• the impact of changes in tariffs and duties on imported materials and exported finished goods;

• the ability and willingness of the Organization of Petroleum Exporting Countries and other producing nations (“OPEC+”) to set and maintain oil production levels and pricing;

• the level of supply of and demand for oil and natural gas;

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• the level of offshore oil and natural gas developmental activities;

• the financial health and consolidation of our customers;

• the impact of environmental matters, including executive actions and regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally;

• new rules by the SEC relating to the disclosure of a range of climate-related information and risks;

• inflation, including our ability to increase prices to our customers as our costs increase;

• the impact of disruptions in the bank and capital markets;

• the financial health of our customers;

• the impact of environmental matters, including executive actions and federal, state and local regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, such as previous attempts to prohibit or otherwise limit new exports of liquefied natural gas (“LNG”), hydraulic fracturing, and lease development;

• political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change;

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• general global economic conditions;

• global weather conditions and natural disasters, including hurricanes in the Gulf of Mexico;

• our ability to protect and enforce our intellectual property rights;

• changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the upcoming U.S.

presidential election;

• supply chain disruptions, including as a result of labor unrest;

• the impact of tariffs and duties on imported materials and exported finished goods;

• global weather conditions and natural disasters, including hurricanes in the Gulf of America (formerly named the Gulf of Mexico);

• changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the new U.S.

presidential administration;

• supply chain disruptions, including as a result of the adoption of or increase in tariffs, or the threat thereof;

• our ability to timely obtain and maintain critical permits for operating facilities;

• our ability to attract and retain skilled personnel;

• negative outcome of litigation, threatened litigation or government proceedings;

• our ability to develop new competitive technologies and products;

• inflation, including our ability to increase prices to our customers as our costs increase;

• fluctuations in currency exchange rates;

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• the cost of capital in the bank and capital markets and our ability to access them;

• the impact of disruptions in the bank and capital markets;

• our ability to protect and enforce our intellectual property rights;

• negative outcome of litigation, threatened litigation or government proceedings;

• the potential for future federal or state requirements related to the enhanced disclosure of a range of climate-related information and risks;

• our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings;

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

What changed 10-Q

Item 1. Financial Statements