What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-07-31 · 183 added, 184 removed, 523 unchanged (41% of the section changed)

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

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

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

2025 2024 2025 2024

9 unchanged sentences

Impairment of goodwill — — — 10,000

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

Impairments of operating lease assets — 2,579 1,358 2,579

5 unchanged sentences

Income (loss) before income taxes 3,337 ( 12,134 ) 11,757 ( 24,848 )

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

Income tax provision ( 1,437 ) ( 2,215 ) ( 3,888 ) ( 1,574 )

Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 )

10 unchanged sentences

(In Thousands)

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

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

2025 2024 2025 2024

8 unchanged sentences

(In Thousands, Except Share Amounts)

September 30,

2025 December 31, 2024

33 unchanged sentences

Total stockholders’ equity 688,966 680,654

690,638 680,654

Total liabilities and stockholders’ equity $ 1,012,319 $ 1,005,108

$ 993,745 $ 1,005,108

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

3 unchanged sentences

(In Thousands)

Three Months Ended June 30, 2025 Common

Three Months Ended September 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

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

Net income — — 1,900 — — 1,900

2 unchanged sentences

Stock-based compensation expense — 1,897 — — — 1,897

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

Stock repurchases — — — — ( 4,143 ) ( 4,143 )

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

Six Months Ended June 30, 2025 Common

Surrender of stock to settle taxes on stock awards — — — — ( 26 ) ( 26 )

Balance, September 30, 2025 $ 806 $ 1,143,685 $ 281,529 $ ( 66,201 ) $ ( 670,853 ) $ 688,966

Nine Months Ended September 30, 2025 Common

Stock Additional

9 unchanged sentences

Stock-based compensation expense 20 5,736 — — — 5,756

Surrender of stock to settle taxes on stock awards — — — — ( 2,432 ) ( 2,432 )

Stock repurchases — — — — ( 16,186 ) ( 16,186 )

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

Surrender of stock to settle taxes on stock awards — — — — ( 2,458 ) ( 2,458 )

Balance, September 30, 2025 $ 806 $ 1,143,685 $ 281,529 $ ( 66,201 ) $ ( 670,853 ) $ 688,966

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

3 unchanged sentences

(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

Net income — — 1,301 — — 1,301

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

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

1 unchanged sentence

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, 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

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

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

Nine Months Ended September 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

3 unchanged sentences

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

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

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

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

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

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.

3 unchanged sentences

(In Thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Net income (loss) $ 7,869 $ ( 26,422 )

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

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

Depreciation and amortization expense 36,051 42,528

Impairment of goodwill — 10,000

Impairments of intangible assets — 10,787

Impairments of operating lease assets 1,358 2,579

3 unchanged sentences

Gains on disposals of assets ( 5,455 ) ( 2,956 )

Gains on extinguishment of convertible senior notes

Net gains on extinguishment of 4.75 % convertible senior notes

( 375 ) ( 515 )

6 unchanged sentences

Other operating assets and liabilities, net ( 4,913 ) 3,624

Net cash flows provided by (used in) operating activities 24,290 ( 1,118 )

Net cash flows provided by operating activities 54,975 27,684

Cash flows from investing activities:

9 unchanged sentences

( 20,269 ) ( 10,846 )

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

Other debt and finance lease repayments, net ( 283 ) ( 481 )

Payment of financing costs ( 188 ) ( 1,119 )

Purchases of treasury stock ( 16,186 ) ( 5,149 )

( 12,043 ) ( 2,374 )

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

14 unchanged sentences

The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc.

and its subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information.

and its subsidiaries (“Oil States” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information.

Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations.

7 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.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Asset Impairments and Other Charges and Credits

5 unchanged sentences

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):

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

Offshore Manufactured Products

1 unchanged sentence

Downhole Technologies Corporate Total

Three Months Ended June 30, 2025

Impairment of operating lease assets

$ — $ 403 $ 955 $ — $ 1,358

Facility exit charges

Three Months Ended September 30, 2025

Impairments of operating lease assets

$ — $ — $ — $ — $ —

Gains on extinguishment of debt

Facility consolidation and exit, and other charges

575 2,687 — 298 3,560

Losses (gains) on extinguishment of debt

Pre-tax totals

2 unchanged sentences

After-tax total

Six Months Ended June 30, 2025

Impairment of operating lease assets

Nine Months Ended September 30, 2025

Impairments of operating lease assets

$ — $ 403 $ 955 $ — $ 1,358

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

Gains on extinguishment of debt

Facility consolidation and exit, and other charges

848 5,393 252 298 6,791

Losses (gains) on extinguishment of debt

— — — ( 375 ) ( 375 )

Pre-tax totals

6 unchanged sentences

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total

Three Months Ended June 30, 2024

Impairment of goodwill

Three Months Ended September 30, 2024

Impairments of:

$ — $ — $ — $ — $ —

Facility consolidation and other charges

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

5 unchanged sentences

After-tax total $ 17,045

Six Months Ended June 30, 2024

Impairment of goodwill

Nine Months Ended September 30, 2024

Impairments of:

$ — $ — $ 10,000 $ — $ 10,000

Facility consolidation and other charges

Intangible assets — 10,787 — — 10,787

Operating lease assets — 2,092 487 — 2,579

Facility consolidation and exit, and other charges

3,364 5,583 123 34 9,104

5 unchanged sentences

After-tax total $ 31,636

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’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $ 70.5 million and $ 69.7 million, respectively, as of September 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.

7 unchanged sentences

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.

The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment).

This interim assessment indicated that the fair value of the reporting unit was less than its carrying amount and the Company concluded that goodwill reassigned to the Downhole Technologies business was fully impaired.

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

The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value.

The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment).

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

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, in the third quarter of 2024, 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.

In the first nine months of 2025, management continued its restructuring efforts to reduce costs in its U.S.

land-based operations.

As a result of these decisions, the Company’s Completion and Productions Services and Downhole Technologies segments recognized non-cash operating lease impairment charges totaling $ 1.4 million in connection with facility closures.

Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of June 30, 2025 and December 31, 2024 is presented below (in thousands):

Additional information regarding selected balance sheet accounts as of September 30, 2025 and December 31, 2024 is presented below (in thousands):

September 30,

2025 December 31,

8 unchanged sentences

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

September 30,

2025 December 31,

Deferred revenue (contract liabilities) $ 73,200 $ 52,399

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,

As of September 30, 2025, accounts receivable, net in the United States and the United Kingdom represented 65 % and 12 %, respectively, of the total.

Additionally, as of September 30, 2025, one customer accounted for 17 % of the total accounts receivable – with approximately 95 % of the customer balance collected in October.

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2025, the $ 3.5 million net increase in contract assets was primarily attributable to $ 36.4 million in revenue recognized during the period, which was partially offset by $ 32.9 million transferred to accounts receivable.

Deferred revenue (contract liabilities) increased by $ 20.8 million in the first nine months of 2025, primarily reflecting $ 48.7 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $ 29.2 million of revenue that was deferred at the beginning of the period.

The following provides a summary of activity in the allowance for doubtful accounts for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

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

1 unchanged sentence

Write-offs ( 615 ) ( 726 )

Other 329 ( 9 )

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

Allowance for doubtful accounts – September 30 $ 2,524 $ 4,710

September 30,

2025 December 31,

6 unchanged sentences

$ 222,869 $ 214,836

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30,

2025 December 31,

3 unchanged sentences

$ 273,253 $ 266,871

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

For the three months ended September 30, 2025 and 2024, depreciation expense was $ 8.1 million and $ 9.5 million, respectively.

Depreciation expense was $ 24.5 million and $ 29.9 million, respectively, for the nine months ended September 30, 2025 and 2024.

September 30, 2025 December 31, 2024

Amount Accumulated

7 unchanged sentences

$ 241,084 $ 126,420 $ 114,664 $ 240,794 $ 114,932 $ 125,862

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.

For the three months ended September 30, 2025 and 2024, amortization expense was $ 4.0 million and $ 4.1 million, respectively.

Amortization expense was $ 11.6 million and $ 12.7 million for the nine months ended September 30, 2025 and 2024, respectively.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30,

2025 December 31,

5 unchanged sentences

$ 26,330 $ 24,903

September 30,

2025 December 31,

7 unchanged sentences

$ 37,852 $ 36,861

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

As of June 30, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):

As of September 30, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):

September 30,

2025 December 31,

7 unchanged sentences

____________________

(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 .

(1) Unamortized deferred financing costs of $ 1.1 million and $ 1.6 million as of September 30, 2025 and December 31, 2024, respectively, are presented in other noncurrent assets.

(2) The outstanding principal amount of the 2026 Notes was $ 102.8 million as of September 30, 2025 and $ 123.5 million as of December 31, 2024 .

Revolving Credit Facility

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 is governed by a credit agreement (amended on July 28, 2025 by that certain Fifth Amendment to Credit Agreement and First Amendment to the Guaranty and Security 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, 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.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

customer accounts receivable and inventory and, effective July 28, 2025, provides for aggregate lender commitments of $ 100.0 million, including a $ 25.0 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 (“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.

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, effective July 28, 2025, a margin of 2.25 % to 2.75 %, or at a base rate plus a margin of 1.25 % to 1.75 %, 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.

1 unchanged sentence

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 “line cap” (which is the lesser of the maximum revolver amount and the borrowing base) and prior to July 28, 2025, (b) approximately $ 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 “line cap” (which is the lesser of the maximum revolver amount and the borrowing base) and effective July 28, 2025, (b) approximately $ 11.3 million;

(ii) to complete certain specified transactions;

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

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

As of September 30, 2025, the Company had no borrowings outstanding under the ABL Agreement and $ 13.4 million of outstanding letters of credit.

The total amount available to be drawn as of September 30, 2025 was $ 73.2 million, calculated based on the then-current borrowing base less outstanding borrowings, if any, and letters of credit.

As of September 30, 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 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):

The following table provides a summary of the Company's purchases of outstanding 2026 Notes during the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, with non-cash gains (losses) 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

Pre-tax Gains (Losses) Recognized

Three Months Ended September 30, 2025

$ 6,000 $ 5,979 $ 5,985 $ ( 6 )

Three and Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025

20,750 20,644 20,269 375

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.

1 unchanged sentence

Additional interest and special interest may accrue on the 2026 Notes under certain circumstances as described in the 2026 Indenture.

The initial conversion rate is 95.3516 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (equivalent to an initial conversion price of $ 10.49 per share of common stock).

The conversion rate is 95.3516 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (equivalent to a conversion price of $ 10.49 per share of common stock).

The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2026 Indenture.

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 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.

As of September 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.

As of September 30, 2025, there was $ 102.8 million in principal amount of 2026 Notes currently outstanding, which is classified as current portion of long-term debt.

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 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.

The estimated fair value of the 2026 Notes as of September 30, 2025 based on quoted market prices (a Level 2 fair value measurement), was comparable to the principal amount of $ 102.8 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 six 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 nine months of 2025 (in thousands):

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

2 unchanged sentences

Purchases of treasury stock ( 3,241 )

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.

Shares of common stock outstanding – September 30, 2025 59,754

As of September 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 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.

During the nine months ended September 30, 2025, the Company purchased 3.2 million shares of common stock under the program at a total cost of $ 16.2 million.

The amount remaining under the Company’s share repurchase authorization as of September 30, 2025 was $ 25.1 million.

Accumulated Other Comprehensive Loss

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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 $ 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.

Accumulated other comprehensive loss decreased from $ 79.5 million at December 31, 2024 to $ 66.2 million at September 30, 2025.

For the three and nine months ended September 30, 2025 and 2024, 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, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7 % and 17 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive income of $ 13.3 million.

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 benefit (provision) for the three and six months ended June 30, 2025 and 2024 was calculated using a discrete approach.

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

Income tax provision for the three and nine months ended September 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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

For the three months ended September 30, 2025, the Company’s income tax expense was $ 1.4 million, which included certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 3.3 million.

This compares to an income tax expense of $ 2.2 million, which included adjustments to valuation allowances recorded against deferred tax assets and certain non-deductible expenses, on a pre-tax loss of $ 12.1 million for the three months ended September 30, 2024.

For the nine months ended September 30, 2025, the Company’s income tax expense was $ 3.9 million, which included the impact of adjustments to valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 11.8 million.

This compares to an income tax expense of $ 1.6 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 $ 24.8 million for the nine months ended September 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.

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

These include, among others:

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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.

The Company does not expect that these new laws and regulations 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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

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

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Forfeited ( 75 ) —

Outstanding – June 30, 2025 2,260 863

Outstanding – September 30, 2025 2,191 863

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

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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 ( 180 thousand outstanding as of June 30, 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 September 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 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.

Stock-based compensation expense recognized during the three and nine months ended September 30, 2025 totaled $ 1.9 million and $ 5.8 million, respectively.

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

As of September 30, 2025, there was $ 10.8 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.

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

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

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

Three Months Ended September 30, 2025

Offshore Manufactured Products (1)

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Downhole Technologies

$ 106,586 $ 29,424 $ 29,396 $ — $ 165,406

Corporate (3)

Revenues $ 108,627 $ 27,525 $ 29,028 $ — $ 165,180

Costs and expenses:

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91,024 26,577 33,695 9,136 160,432

89,597 27,547 33,388 9,597 160,129

Operating income (loss) $ 17,603 $ 948 $ ( 4,667 ) $ ( 9,136 ) $ 4,748

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________________

(1) Operating income included charges of $ 0.6 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

(2) Operating income included $ 2.7 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

(3) Operating loss included $ 0.3 million of severance charges.

Nine Months Ended September 30, 2025

Offshore Manufactured Products (1)

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Downhole Technologies (3)

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

Corporate (4)

Revenues $ 307,809 $ 91,468 $ 91,247 $ — $ 490,524

Costs and expenses:

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258,941 85,140 102,030 28,749 474,860

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

Operating income (loss) $ 48,868 $ 6,328 $ ( 10,783 ) $ ( 28,749 ) $ 15,664

Capital expenditures $ 17,441 $ 9,113 $ 1,399 $ 233 $ 28,186

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

Total assets (as of June 30, 2025)

Total assets (as of September 30, 2025)

$ 555,097 $ 133,271 $ 258,384 $ 65,567 $ 1,012,319

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(1) Operating income included charges of $ 0.8 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.

(2) Operating income included $ 5.8 million in asset impairment, facility exit and other charges.

(3) Operating loss included $ 1.2 million in asset impairment and other charges.

(4) Operating loss included $ 0.3 million of severance charges.

OIL STATES INTERNATIONAL, INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Offshore Manufactured Products (1)

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Downhole Technologies (3)

$ 101,556 $ 46,421 $ 38,406 $ — $ 186,383

Corporate Total

Revenues $ 102,234 $ 40,099 $ 32,015 $ — $ 174,348

Costs and expenses:

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Impairment of goodwill — — — — —

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

Impairments of operating lease assets — 2,092 487 — 2,579

Other operating (income) loss, net ( 698 ) ( 209 ) ( 48 ) — ( 955 )

82,924 58,366 35,668 8,431 185,389

87,199 46,956 39,547 10,636 184,338

Operating income (loss) $ 19,310 $ ( 18,267 ) $ ( 3,653 ) $ ( 8,431 ) $ ( 11,041 )

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________________

(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

(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.

Nine Months Ended September 30, 2024

Offshore Manufactured Products (1)

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Downhole Technologies (3)

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

Corporate Total

Revenues $ 290,647 $ 133,812 $ 103,534 $ — $ 527,993

Costs and expenses:

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

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

Impairments of operating lease assets — 2,092 487 — 2,579

Other operating (income) loss, net 1,120 ( 986 ) ( 58 ) — 76

246,377 153,033 120,407 28,349 548,166

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

Operating income (loss) $ 44,270 $ ( 19,221 ) $ ( 16,873 ) $ ( 28,349 ) $ ( 20,173 )

Capital expenditures $ 11,847 $ 10,416 $ 1,026 $ 20 $ 23,309

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

Total assets (as of June 30, 2024)

Total assets (as of September 30, 2024)

$ 506,563 $ 158,338 $ 273,093 $ 56,147 $ 994,141

________________

(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.

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

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

(3) Operating loss included $ 10.6 million in asset impairment and other charges.

OIL STATES INTERNATIONAL, INC.

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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

Completion and Production Services

Downhole Technologies Total

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Offshore Manufactured Products Completion and Production Services Downhole Technologies Total

2025 2024 2025 2024 2025 2024 2025 2024

Three Months Ended June 30

Three Months Ended September 30

Project-driven:

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$ 108,627 $ 102,234 $ 27,525 $ 40,099 $ 29,028 $ 32,015 $ 165,180 $ 174,348

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

Offshore Manufactured Products

Completion and Production Services

Downhole Technologies Total

Offshore Manufactured Products Completion and Production Services Downhole Technologies Total

2025 2024 2025 2024 2025 2024 2025 2024

Six Months Ended June 30

Nine Months Ended September 30

Project-driven:

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$ 307,809 $ 290,647 $ 91,468 $ 133,812 $ 91,247 $ 103,534 $ 490,524 $ 527,993

$ 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.

Revenues from products and services transferred to customers over time accounted for approximately 63 % and 67 % of consolidated revenues for the nine months ended September 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 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.

As of September 30, 2025, the Company had $ 300 million of remaining backlog related to contracts with an original expected duration of greater than one year.

Approximately 16 % of this remaining backlog is expected to be recognized as revenue over the remaining three months of 2025, with an additional 37 % 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 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;

• impacts related to changing U.S.

and foreign trade policies, including increased trade restrictions or fluctuating tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives;

• production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”);

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

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• general global economic conditions;

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

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

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

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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;

• supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof;

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

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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