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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 275 added, 96 removed, 432 unchanged (46% of the section changed)

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Products $ 107,342 $ 108,579 $ 207,893 $ 202,908

8 unchanged sentences

Impairment of goodwill — — — 10,000

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

Impairments of operating lease assets 1,358 — 1,358 —

Other operating (income) expense, net ( 1,448 ) 1,234 ( 4,381 ) 1,031

160,129 184,338 314,428 362,777

1 unchanged sentence

Interest expense, net ( 1,692 ) ( 2,061 ) ( 3,270 ) ( 4,162 )

Other income (expense), net 138 ( 72 )

Other income, net 636 652 774 580

Income (loss) before income taxes 4,221 636 8,420 ( 12,714 )

Income tax provision ( 1,041 ) ( 24 )

Income tax benefit (provision) ( 1,410 ) 665 ( 2,451 ) 641

Net income (loss) $ 2,811 $ 1,301 $ 5,969 $ ( 12,073 )

10 unchanged sentences

(In Thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ 2,811 $ 1,301 $ 5,969 $ ( 12,073 )

50 unchanged sentences

(In Thousands)

Three Months Ended March 31, 2025 Common

Three Months Ended June 30, 2025 Common

Stock Additional

4 unchanged sentences

Stockholders’

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

Net income — — 2,811 — — 2,811

Currency translation adjustments (excluding intercompany advances) — — — 7,205 — 7,205

Currency translation adjustments on intercompany advances — — — 1,887 — 1,887

Stock-based compensation expense 1 2,020 — — — 2,021

Surrender of stock to settle taxes on stock awards — — — — — —

Stock repurchases — — — — ( 6,697 ) ( 6,697 )

Balance, June 30, 2025 $ 806 $ 1,141,788 $ 279,629 $ ( 64,901 ) $ ( 666,684 ) $ 690,638

Six Months Ended June 30, 2025 Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders'

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

5 unchanged sentences

Stock repurchases — — — — ( 12,043 ) ( 12,043 )

Balance, June 30, 2025 $ 806 $ 1,141,788 $ 279,629 $ ( 64,901 ) $ ( 666,684 ) $ 690,638

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 June 30, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

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

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

Net income — — 1,301 — — 1,301

Currency translation adjustments (excluding intercompany advances) — — — ( 79 ) — ( 79 )

Currency translation adjustments on intercompany advances — — — ( 3,072 ) — ( 3,072 )

Stock-based compensation expense 1 2,303 — — — 2,304

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

Stock repurchases — — — — ( 2,374 ) ( 2,374 )

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

Six Months Ended June 30, 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

4 unchanged sentences

Surrender of stock to settle taxes on stock awards — — — — ( 2,587 ) ( 2,587 )

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

Stock repurchases — — — — ( 2,374 ) ( 2,374 )

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

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

3 unchanged sentences

(In Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

3 unchanged sentences

Impairment of goodwill

Impairments of operating lease assets

Stock-based compensation expense 3,859 4,056

2 unchanged sentences

Gains on disposals of assets ( 4,282 ) ( 1,355 )

Gains on extinguishment of convertible senior notes

( 381 ) ( 515 )

Other, net ( 1,423 ) ( 379 )

15 unchanged sentences

Revolving credit facility repayments ( 204 ) ( 22,619 )

Purchases of 4.75 % convertible senior notes

( 14,284 ) ( 10,846 )

Other debt and finance lease repayments ( 344 ) ( 318 )

1 unchanged sentence

Purchases of treasury stock

( 12,043 ) ( 2,374 )

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

24 unchanged sentences

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.

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;

Asset Impairments and Other Charges and Credits

Management has implemented certain cost reduction actions including:

the consolidation, relocation and exit of certain operating 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):

reductions in the Company’s workforce in the United States;

and the realignment in 2024 of operations within two of the Company’s reportable segments.

The Company also incurred legal costs associated with patent defense and purchased a portion of its outstanding 4.75 % convertible senior notes (the “2026 Notes”) at a discount.

As a result of these events, actions and assessments, the Company recorded the following charges and credits during the three and six months ended June 30, 2025 and 2024 (in thousands):

Offshore Manufactured Products

1 unchanged sentence

Downhole Technologies Corporate Total

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Impairment of operating lease assets

$ — $ 403 $ 955 $ — $ 1,358

Facility exit charges

273 1,776 252 — 2,301

Gains on extinguishment of debt

— — — ( 381 ) ( 381 )

Pre-tax totals

$ 273 $ 2,179 $ 1,207 $ ( 381 ) 3,278

Income tax benefit

After-tax total

Three Months Ended March 31, 2024

Impairment of goodwill

Six Months Ended June 30, 2025

Impairment of operating lease assets

$ — $ 403 $ 955 $ — $ 1,358

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

Facility exit charges 273 2,706 252 — 3,231

Gains on extinguishment of debt

— — — ( 381 ) ( 381 )

Pre-tax totals

5 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total

Three Months Ended June 30, 2024

Impairment of goodwill

$ — $ — $ — $ — $ —

Facility consolidation and other charges

1,547 1,916 — — 3,463

Patent defense costs — 963 — — 963

Gains on extinguishment of debt — — — ( 515 ) ( 515 )

Pre-tax totals

$ 1,547 $ 2,879 $ — $ ( 515 ) 3,911

Income tax benefit

After-tax total $ 3,090

Six Months Ended June 30, 2024

Impairment of goodwill

$ — $ — $ 10,000 $ — $ 10,000

Facility consolidation and other charges

3,010 2,601 — — 5,611

Patent defense costs — 1,324 — — 1,324

Gains on extinguishment of debt — — — ( 515 ) ( 515 )

Pre-tax totals

$ 3,010 3,925 10,000 $ ( 515 ) 16,420

Income tax benefit

After-tax total $ 14,591

The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $ 70.8 million and $ 69.7 million, respectively, as of June 30, 2025 and December 31, 2024.

The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable.

11 unchanged sentences

The Company therefore recognized a non-cash goodwill impairment charge totaling $ 10.0 million in the first quarter of 2024.

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

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.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Details of Selected Balance Sheet Accounts

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

Additional information regarding selected balance sheet accounts as of June 30, 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 2 % 1 %

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2025 December 31,

Deferred revenue (contract liabilities) $ 50,307 $ 52,399

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,

As of June 30, 2025, accounts receivable, net in the United States and the United Kingdom represented 58 % and 20 %, respectively, of the total.

No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of June 30, 2025.

For the six months ended June 30, 2025, the $ 17.9 million net increase in contract assets was primarily attributable to $ 38.3 million in revenue recognized during the period, which was partially offset by $ 20.4 million transferred to accounts receivable.

Deferred revenue (contract liabilities) decreased by $ 2.1 million in the first six months of 2025, primarily reflecting the recognition of $ 23.7 million of revenue that was deferred at the beginning of the period, partially offset by $ 20.2 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 six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

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

2 unchanged sentences

Other 329 ( 9 )

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

Allowance for doubtful accounts – June 30 $ 3,000 $ 3,968

2025 December 31,

6 unchanged sentences

$ 216,430 $ 214,836

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2025 December 31,

3 unchanged sentences

$ 273,674 $ 266,871

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

For the three months ended June 30, 2025 and 2024, depreciation expense was $ 8.1 million and $ 10.4 million, respectively.

Depreciation expense was $ 16.4 million and $ 20.3 million, respectively, for the six months ended June 30, 2025 and 2024.

June 30, 2025 December 31, 2024

Amount Accumulated

7 unchanged sentences

$ 241,327 $ 122,613 $ 118,714 $ 240,794 $ 114,932 $ 125,862

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

For the three months ended June 30, 2025 and 2024, amortization expense was $ 3.8 million and $ 4.3 million, respectively.

Amortization expense was $ 7.6 million and $ 8.5 million for the six months ended June 30, 2025 and 2024, respectively.

2025 December 31,

14 unchanged sentences

$ 35,351 $ 36,861

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

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

As of June 30, 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 $ 1.5 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

(1) Unamortized deferred financing costs of $ 1.4 million and $ 1.6 million as of June 30, 2025 and December 31, 2024, respectively, are presented in other noncurrent assets.

(2) The outstanding principal amount of the 2026 Notes was $ 108.8 million as of June 30, 2025 and $ 123.5 million as of December 31, 2024 .

Revolving Credit Facility

The Company has a senior secured credit facility, which provides for a $ 125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), under which credit availability is subject to a borrowing base calculation.

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”).

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.

Through July 27, 2025

The Company has a senior secured credit facility, which provides for an asset-based revolving credit facility (the “ABL Facility”), under which credit availability is subject to a borrowing base calculation.

The ABL Facility is governed by a credit agreement, 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”).

The ABL Facility matures on February 16, 2028, with a springing maturity 91 days prior to the stated maturity of any outstanding indebtedness with an outstanding principal balance equal to or greater than $ 17.5 million.

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

customer accounts receivable and inventory and provides for a $ 50.0 million sub-limit for the issuance of letters of credit.

customer accounts receivable and inventory and, prior to July 28, 2025, provided for aggregate lender commitments of $ 125.0 million, including a $ 50.0 million sub-limit for the issuance of letters of credit.

Borrowings under the ABL Agreement are secured by a pledge of substantially all of the Company’s domestic assets (other than real property) and the stock of certain foreign subsidiaries.

Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (subject to a floor rate of 0 %) plus a margin of 2.75 % to 3.25 %, or at a base rate plus a margin of 1.75 % to 2.25 %, in each case based on average borrowing availability.

Quarterly, the Company must also pay a commitment fee of 0.375 % to 0.50 % per annum, based on unused commitments under the ABL Agreement.

Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) (subject to a floor rate of 0 %) plus, prior to July 28, 2025, a margin of 2.75 % to 3.25 %, or at a base rate plus a margin of 1.75 % to 2.25 %, in each case based on average borrowing availability.

Monthly, the Company must also pay a commitment fee of either 0.375 % or 0.50 % per annum, based on average unused commitments under the ABL Agreement.

The ABL Agreement places restrictions on the Company’s ability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of assets, make investments, repay other indebtedness (including the 2026 Notes discussed below), engage in mergers, and other matters, in each case, subject to certain exceptions.

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 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 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.

As of June 30, 2025, the Company had no borrowings outstanding under the ABL Agreement and $ 17.1 million of outstanding letters of credit.

The total amount available to be drawn as of June 30, 2025 was $ 59.3 million, calculated based on the then-current borrowing base less outstanding borrowings, if any, and letters of credit.

As of June 30, 2025, the Company was in compliance with its debt covenants under the ABL Agreement.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective July 28, 2025

On July 28, 2025, the ABL Agreement was amended to increase advance rates, lower interest charges and plan for the retirement of all 2026 Notes that remain outstanding at maturity in April of 2026.

The following provides a summary of the more significant modifications to the ABL Agreement:

Through July 27, 2025

Effective July 28, 2025

Lender commitments

$ 125.0 million

$ 100.0 million

Earlier of (i) February 16, 2028 and (ii) 91 days prior to the stated maturity of any outstanding indebtedness with an outstanding principal balance equal to or greater than $ 17.5 million

Earlier of (i) February 16, 2028 and (ii) 91 days prior to the stated maturity of any outstanding indebtedness with an outstanding principal balance equal or greater than $ 17.5 million, unless as of such date such indebtedness has been refinanced, defeased or adequately reserved for (either against the borrowing base or the maximum revolver amount) or escrowed or cash collateralized in a deposit account.

Interest rate on outstanding borrowings:

SOFR based borrowings

SOFR plus a margin of 2.75 % to 3.25 %

SOFR plus a margin of 2.25 % to 2.75 %

Base-rate borrowings

Base rate plus a margin of 1.75 % to 2.25 %

Base rate plus a margin of 1.25 % to 1.75 %

Letter of credit sublimit

$ 50.0 million

$ 25.0 million

Maintenance covenant:

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 line cap and (b) approximately $ 14.1 million

(i) in the event that availability under the ABL Agreement is less than the greater of (a) 15 % of the line cap and (b) approximately $ 11.3 million

The Company issued $ 135.0 million aggregate principal amount of its 4.75 % convertible senior notes due 2026 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 three and six months ended June 30, 2025 and 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

Three and Six Months Ended June 30, 2025

$ 14,750 $ 14,665 $ 14,284 $ 381

Three and Six Months Ended June 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 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.

As of June 30, 2025, none of the conditions allowing holders of the 2026 Notes to convert, or requiring the Company to repurchase the 2026 Notes, had been met.

OIL STATES INTERNATIONAL, INC.

4 unchanged sentences

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.

The estimated fair value of the 2026 Notes as of June 30, 2025 was $ 107.9 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 108.8 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 three months of 2025 (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 six months of 2025 (in thousands):

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

2 unchanged sentences

Purchases of treasury stock ( 2,443 )

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.

Shares of common stock outstanding – June 30, 2025 60,610

As of June 30, 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.

In October 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 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.

During the six months ended June 30, 2025, the Company purchased 2.4 million shares of common stock under the program at a total cost of $ 12.0 million.

The amount remaining under the Company’s share repurchase authorization as of June 30, 2025 was $ 29.3 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 $ 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.

Accumulated other comprehensive loss decreased from $ 79.5 million at December 31, 2024 to $ 64.9 million at June 30, 2025.

For the three and six months ended June 30, 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 six months ended June 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 9 % and 13 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive income of $ 14.6 million.

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.

During the six months ended June 30, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1 % and 12 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive loss of $ 6.2 million.

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

Income tax benefit (provision) for the three and six months ended June 30, 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 June 30, 2025, the Company’s income tax expense was $ 1.4 million, which included adjustments to valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 4.2 million.

This compares to an income tax benefit of $ 0.7 million, which included adjustments to valuation allowances recorded against deferred tax assets and certain non-deductible expenses, on pre-tax income of $ 0.6 million for the three months ended June 30, 2024.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

For the six months ended June 30, 2025, the Company’s income tax expense was $ 2.5 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 8.4 million.

This compares to an income tax benefit of $ 0.6 million, which included the impact of a goodwill impairment charge, other non-deductible expenses and adjustments to valuation allowances recorded against deferred tax assets, on a pre-tax loss of $ 12.7 million for the six months ended June 30, 2024.

On July 4, 2025, the United States enacted tax reform legislation which resulted in changes to U.S.

tax and related law, including certain key federal income tax provisions applicable to multinational companies such as Oil States.

These include, among others:

the reinstatement of 100% bonus depreciation election for investments in qualifying property;

the immediate deduction of domestic research and development expenditures;

and manufacturing tax incentives related to goods sold outside the United States.

While the Company continues to evaluate these new laws and regulations, it does not expect they will have a material impact on its consolidated financial position or results of operations.

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 months ended March 31, 2025 and 2024 (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 and six months ended June 30, 2025 and 2024 (in thousands, except per share amounts):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income (loss) $ 2,811 $ 1,301 $ 5,969 $ ( 12,073 )

14 unchanged sentences

Diluted 0.05 0.02 0.10 ( 0.19 )

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.

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from each period due to, among other factors, the Company’s share price.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Incentive Compensation

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):

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 six months ended June 30, 2025 (in thousands):

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

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Forfeited ( 18 ) —

Outstanding – March 31, 2025 2,252 831

Outstanding – June 30, 2025 2,260 863

Weighted average grant date fair value (2025 awards) $ 5.31 $ 5.31

1 unchanged sentence

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

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.

Service-based stock unit awards ( 180 thousand outstanding as of June 30, 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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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 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.

Stock-based compensation expense recognized during the three and six months ended June 30, 2025 totaled $ 2.0 million and $ 3.9 million, respectively.

Stock-based compensation expense recognized during the three and six months ended June 30, 2024 totaled $ 2.3 million and $ 4.1 million, respectively.

As of June 30, 2025, there was $ 12.9 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

Segments and Related Information

The Company operates through three reportable operating segments:

The Company operates through three 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

Financial information by operating segment as of and for the three and six months ended June 30, 2025 and 2024 is summarized in the following tables (in thousands).

Three Months Ended June 30, 2025

Offshore Manufactured Products (1)

6 unchanged sentences

Depreciation and amortization expense 3,703 4,083 4,005 107 11,898

Impairments of operating lease assets — 403 955 — 1,358

Other operating (income) loss, net

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$ 8,003 $ 1,825 $ 428 $ 66 $ 10,322

Total assets (as of March 31, 2025)

________________

(1) Operating income included charges of $ 0.3 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

(2) Operating income included $ 2.2 million of facility exit and other charges.

(3) Operating loss included $ 1.2 million in costs associated primarily with the exit of a leased facility.

Six Months Ended June 30, 2025

Offshore Manufactured Products (1)

Completion and Production Services (2)

Downhole Technologies (3)

$ 199,182 $ 63,943 $ 62,219 $ — $ 325,344

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

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 142,219 50,498 55,300 — 248,017

Selling, general and administrative expense 18,110 4,013 3,998 19,390 45,511

Depreciation and amortization expense 7,311 8,355 8,034 223 23,923

Impairments of operating lease assets — 403 955 — 1,358

Other operating (income) loss, net

277 ( 4,706 ) 48 — ( 4,381 )

167,917 58,563 68,335 19,613 314,428

Operating income (loss) $ 31,265 $ 5,380 $ ( 6,116 ) $ ( 19,613 ) $ 10,916

Capital expenditures

$ 12,826 $ 5,350 $ 1,219 $ 85 $ 19,480

Total assets (as of June 30, 2025)

$ 532,179 $ 134,031 $ 262,758 $ 64,777 $ 993,745

________________

(1) Operating income included charges of $ 0.3 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

(2) Operating income included $ 3.1 million of facility exit and other charges.

(3) Operating loss included $ 1.2 million in costs associated primarily with the exit of a leased facility.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Offshore Manufactured Products (1)

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$ 1,552 $ 3,918 $ 310 $ 9 $ 5,789

Total assets (as of March 31, 2024)

________________

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

(2) Operating loss included $ 2.9 million of facility consolidation and other charges.

Six Months Ended June 30, 2024

Offshore Manufactured Products (1)

Completion and Production Services (2)

Downhole Technologies (3)

$ 188,413 $ 93,713 $ 71,519 $ — $ 353,645

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 134,737 77,709 61,538 — 273,984

Selling, general and administrative expense 18,958 5,609 4,686 19,616 48,869

Depreciation and amortization expense 7,940 12,126 8,525 302 28,893

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

Other operating (income) loss, net

1,818 ( 777 ) ( 10 ) — 1,031

163,453 94,667 84,739 19,918 362,777

Operating income (loss) $ 24,960 $ ( 954 ) $ ( 13,220 ) $ ( 19,918 ) $ ( 9,132 )

Capital expenditures

$ 8,773 $ 6,332 $ 756 $ 20 $ 15,881

Total assets (as of June 30, 2024)

$ 502,582 $ 177,098 $ 279,947 $ 41,551 $ 1,001,178

________________

(1) Operating income included $ 3.0 million of facility consolidation charges.

(2) Operating loss included $ 3.9 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).

(3) Operating loss included a $ 10.0 million non-cash goodwill impairment charge.

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 six months ended June 30, 2025 and 2024 (in thousands):

Offshore Manufactured Products

2 unchanged sentences

2025 2024 2025 2024 2025 2024 2025 2024

Three Months Ended March 31

Three Months Ended June 30

Project-driven:

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$ 106,586 $ 101,556 $ 29,424 $ 46,421 $ 29,396 $ 38,406 $ 165,406 $ 186,383

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.

Offshore Manufactured Products

Completion and Production Services

Downhole Technologies Total

2025 2024 2025 2024 2025 2024 2025 2024

Six Months Ended June 30

Project-driven:

Products $ 127,777 $ 112,889 $ — $ — $ — $ — $ 127,777 $ 112,889

Services 52,331 56,257 — — — — 52,331 56,257

Total project-driven 180,108 169,146 — — — — 180,108 169,146

Military and other products 19,074 19,267 — — — — 19,074 19,267

Short-cycle products and services

— — 63,943 93,713 62,219 71,519 126,162 165,232

$ 199,182 $ 188,413 $ 63,943 $ 93,713 $ 62,219 $ 71,519 $ 325,344 $ 353,645

Revenues from products and services transferred to customers over time accounted for approximately 63 % and 66 % of consolidated revenues for the six months ended June 30, 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 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.

As of June 30, 2025, the Company had $ 260 million of remaining backlog related to contracts with an original expected duration of greater than one year.

Approximately 38 % of this remaining backlog is expected to be recognized as revenue over the remaining six months of 2025, with an additional 36 % recognized in 2026 and the balance thereafter.

Commitments and Contingencies

24 unchanged sentences

• the financial health of our customers;

• 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 impact of the ongoing military actions in Europe and the Middle East, or any similar future military actions or unrest, 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 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;

5 unchanged sentences

presidential administration;

including changes such as the One Big Beautiful Bill Act (the “OBBBA”);

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

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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