What changed in this filing

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Item 1. Business

2026-03-04 compared with 2025-02-21 · 88 added, 110 removed, 202 unchanged (50% of the section changed)

Oil States International, Inc., through its subsidiaries, is a global provider of manufactured products and services to customers in the energy, industrial and military sectors.

Oil States International, Inc., through its subsidiaries, is a global provider of manufactured products and services to customers in the energy, military and industrial sectors.

The Company’s manufactured products include highly engineered capital equipment and consumable products.

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Our customers include many national oil and natural gas companies, major and independent oil and natural gas companies, offshore drilling companies and other oilfield service, defense and industrial companies.

We operate through three business segments – Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies – and maintain a leadership position with certain of our product and service offerings in each segment.

We operate through three business segments – Offshore Manufactured Products, Completion and Production Services and Downhole Technologies – and maintain a leadership position with certain of our product and service offerings in each segment.

In this Annual Report on Form 10‑K, references to the “Company” or “Oil States,” or to “we,” “us,” “our,” and similar terms are to Oil States International, Inc.

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Our Board of Directors (the “Board”) has documented its governance practices by adopting several corporate governance policies.

These governance policies, including our Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics, Financial Code of Ethics for Senior Officers, Supplier Code of Conduct and Human Rights Policy, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee and Nominating, Governance and Sustainability Committee) may also be viewed on our website.

Sustainability Committee) may also be viewed on our website.

The Financial Code of Ethics for Senior Officers applies to our principal executive officer, principal financial officer, principal accounting officer and other senior officers.

Copies of such

documents will be provided to stockholders without charge upon written request to the corporate secretary at the address shown on the cover page of this Annual Report on Form 10‑K.

Copies of such documents will be provided to stockholders without charge upon written request to the corporate secretary at the address shown on the cover page of this Annual Report on Form 10‑K.

Our Business Strategy

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Given the highly cyclical nature of select U.S.

service lines, we implemented strategic restructuring actions in our U.S.

land-based businesses during 2024 to reduce costs and improve future operating margins.

service lines, we strategically implemented restructuring actions in our U.S.

land-based businesses to improve future operating margins.

As part of our long-term strategy, we continue to:

review opportunities for offshore and international business expansion;

seek opportunities for offshore and international business expansion;

strategically optimize our U.S.

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For additional discussion of our business strategy, please read “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

Recent Developments

Increased capital investments by our offshore and international customers in 2025 was offset by a decline in U.S.

land-based investments by our customers, competitive market conditions and management’s decision to exit certain underperforming locations and service offerings in the United States, as shown below (in thousands).

Year ended December 31,

2024 2023 Change

Revenues $ 692,588 $ 782,283 $ (89,695)

Operating income (loss) (1)

(1,689) 23,164 (24,853)

Net income (loss) (1)

(11,258) 12,891 (24,149)

Cash flow from operations

45,894 56,575 (10,681)

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(1) Operating loss in 2024 included $24.6 million in non-cash goodwill, intangible asset and operating lease asset impairment charges, as well as other charges totaling $13.7 million associated with facility consolidations and exits, patent defense and other management actions.

These charges were partially offset by a net gain of $15.3 million associated with the sale of a previously idled facility.

Excluding these items, operating income would have been $21.3 million and net income would have been $11.2 million.

In 2023, we began implementing initiatives, which continued throughout 2024, to reduce costs.

Management actions in 2024 included:

the consolidation, relocation and exit of certain underperforming locations;

the exit of certain service offerings;

reductions in our U.S.

work force as well as the realignment of operations discussed below.

We also incurred legal and other related costs to enforce certain patents related to our proprietary technologies.

As a result of these actions, our reported pre-tax results for 2024 included $24.6 million in non-cash goodwill, intangible asset and operating lease asset impairment charges as well as $13.7 million of facility consolidation and exit costs, patent defense and other charges.

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

Historical financial data, supplemental disaggregated revenue and backlog information as of and for the years ended December 31, 2023 and 2022 (presented herein) were conformed with the 2024 segment presentation.

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

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

In February 2024, we amended our senior secured credit facility, which provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), to extend its maturity date to February 16, 2028.

During 2024, we sold two manufacturing and service facilities that were classified as held for sale assets, generating net proceeds of $35.1 million, we purchased $14.2 million of our common stock, and we purchased $11.5 million principal amount of our 4.75% convertible senior notes (the “2026 Notes”) for $10.8 million.

In October 2024, our Board of Directors also terminated our existing common stock repurchase program and replaced it with a new $50.0 million common stock repurchase authorization, which expires in October 2026.

land-based investments, competitive market conditions, increased product costs (discussed below) and management’s decision to exit certain underperforming locations, service lines and product offerings in the United States.

land-based operations in 2025 suffered from the impact of a 15% decline in the 2025 average spot price of West Texas Intermediate (“WTI”) crude oil from the 2024 average following increased crude oil production by OPEC+.

In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy.

These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S.

land-based market and increased the cost of certain products we manufacture in the United States compared to 2024 levels.

We implemented certain initiatives in 2025 to further optimize our operations and reduce future costs.

These actions were concentrated in our U.S.

land-focused operations and included:

the consolidation, relocation and exit of certain operating locations;

the exit of certain product and service offerings;

the continued exit of facilities closed in 2024;

and reductions in our U.S.

We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, other market considerations and management decisions.

As a result of these events, actions and assessments, our reported pre-tax results for 2025 included $121.1 million in non-cash asset impairment charges as well as $11.6 million of costs associated with facility exits and other charges.

We also sold facilities, equipment and inventory for net proceeds of $20.2 million in 2025.

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

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

These changes 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.

During 2025, we generated cash flow from operations of $105.1 million and materially delevered with the purchase of $70.8 million principal amount of our 4.75% convertible senior notes due April 1, 2026 (the “2026 Notes”).

We also repurchased 3.3 million shares of our common stock for $16.6 million.

On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for aggregate lender commitments of up to:

$75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility (the “Term Loan Facility”), replacing our existing asset-based credit agreement (the “ABL Agreement”).

See Note 16, “Subsequent Event,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information regarding the Cash Flow Credit Agreement.

We provide a broad range of products and services to our customers through each of our business segments.

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Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and natural gas industry, particularly upon the willingness of our customers to invest capital in the exploration for and development of crude oil and natural gas reserves.

Our customers’ capital spending programs are generally based on their outlook for near-term and long-term commodity prices, economic growth, commodity demand and estimates of resource production as well as regulatory and market pressures related to Environmental, Social and Governance (“ESG”) considerations.

Our customers’ capital spending programs are generally based on their outlook for near-term and long-term commodity prices, as well as economic growth, commodity demand and estimates of resource production, and regulatory pressures.

As a result, demand for our products and services is largely sensitive to expectations regarding future crude oil and natural gas prices.

Our historical financial results reflect the cyclical nature of the oilfield services industry – witnessed by periods of increasing and decreasing activity in each of our operating segments.

The level of capital spending in recent years by oil and gas companies for exploration and production activities has improved from the lows observed during 2020 and 2021, which resulted from the economic downturn associated with the global response to the COVID-19 pandemic.

As discussed previously, we saw continued growth and recovery in offshore and international project activity in 2024, offset by a decline in U.S.

activity due to well completion efficiencies leading to higher production and a decline in commodity prices from 2023 levels.

As discussed previously, we saw continued growth and recovery in offshore and international project activity in 2025, offset by weaker U.S.

activity due to a decline in crude oil prices from 2024 levels following production increases by OPEC+ and operator well completion efficiencies.

For additional information about activities in each of our segments, see “Part II, Item 7.

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Demand for our Completion and Production Services segment is primarily affected by well completion activity in the United States, including the Gulf of America, and, to a lesser extent, the rest of the world.

well completion activity and, in turn, our Completion and Production Services segment results, are sensitive to near-term fluctuations in WTI crude oil and natural gas prices, given the shorter lead times for investment and the call-out nature of our operations in the segment.

well completion activity and, in turn, our Completion and Production Services segment results, are sensitive to near-term fluctuations in West Texas Intermediate (“WTI”) crude oil and natural gas prices, given the shorter lead times for investment and the call-out nature of our operations in the segment.

Similarly, demand for our Downhole Technologies segment products is predominantly tied to land-based oil and natural gas exploration and production activity levels in the United States and, to a lesser extent, internationally.

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Offshore Manufactured Products

For the years ended December 31, 2024, 2023 and 2022, our Offshore Manufactured Products segment generated 44% to 57% of our consolidated revenue.

For the years ended December 31, 2025 and 2024, our Offshore Manufactured Products segment generated 64% and 57%, respectively, of our consolidated revenue.

Through this segment, we provide technology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities, military and other energy applications, as well as certain products and services to offshore drilling and completion markets.

Products and services used primarily in deepwater producing regions include our FlexJoint® technology, advanced connector systems, high-pressure riser systems, managed pressure drilling systems, compact valves, deepwater mooring systems, cranes, subsea pipeline products, offshore installation services and inspection and repair services.

In addition, we recently introduced other products and services used by non-oil and gas customers, including subsea mineral gathering systems, offshore wind applications, geothermal products and services, valves and sound and vibration dampening products used in military applications.

In addition, we recently introduced other products and services used by non-oil and gas customers, including subsea mineral gathering systems, offshore wind designs, geothermal products and services, valves and sound and vibration dampening products used in naval military applications.

We have facilities globally that support our Offshore Manufactured Products segment.

The market for products and services offered by our Offshore Manufactured Products segment centers primarily on the development of infrastructure for offshore production facilities and their subsequent operations, exploration and drilling

activities, and to a lesser extent, on-vessel construction, refurbishments or upgrades.

Demand for oil and natural gas, and the related drilling and production in offshore areas throughout the world, particularly in deeper water, drive spending for these activities.

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Offshore Manufactured Products’ backlog consists of firm customer purchase orders for which contractual commitments exist and delivery is scheduled.

Backlog in our Offshore Manufactured Products segment was $311 million as of December 31, 2024, compared to $327 million as of December 31, 2023 and $300 million as of December 31, 2022.

Backlog in our Offshore Manufactured Products segment was $435 million as of December 31, 2025, compared to $311 million as of December 31, 2024.

We expect approximately 50% of our backlog as of December 31, 2025 to be recognized as revenue during 2026.

In some instances, these purchase orders are cancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred.

While backlog cancellations have historically been insignificant, material cancellations may occur in the future.

We believe backlog is an important indicator of future Offshore Manufactured Products’ shipments and major project revenues;

While backlog cancellations have historically been insignificant, material cancellations could occur in the future.

We believe backlog is an important indicator of future Offshore Manufactured Products’ shipments and revenues;

however backlog as of any particular date may not be indicative of our actual operating results for any future period.

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No customer in this segment represented more than 10% of our total consolidated revenue in any period presented.

Our main competitors in this segment include Baker Hughes Company, Hutchinson Group (a subsidiary of Total S.A.), NOV Inc., OneSubsea (a joint venture between SLB, Aker Solutions and Subsea 7), Sparrows Offshore Group Limited and TenarisHydril (a division of Tenaris S.A.).

Completion and Production Services

For the years ended December 31, 2024, 2023 and 2022, our Completion and Production Services segment generated 24% to 31% of our consolidated revenue.

For the years ended December 31, 2025 and 2024, our Completion and Production Services segment generated 17% and 24%, respectively, of our consolidated revenue.

Our Completion and Production Services segment includes equipment and services that are used to establish and maintain the flow of oil and natural gas from a well throughout its life cycle.

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Prior to the sale of our remaining drilling rigs in August 2024, our operations included land drilling services in the United States.

Several operating locations and service offerings in this segment were restructured during 2024 and 2025.

Market, Services, Customers and Competitors

Demand for our completion and production services is predominantly tied to the level of oil and natural gas exploration and production activity on land in the United States.

Demand for our completion and production services is predominantly tied to the level of oil and natural gas exploration and production activity in the United States.

The primary driver for this activity is the price of crude oil and, to a lesser extent, natural gas.

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Our Completion and Production Services business, which is primarily marketed through the brand names Oil States Energy Services and Tempress, currently provides services used in the onshore and offshore oil and gas industry, including pressure control equipment, and downhole and extended-reach technologies.

As of December 31, 2024, we provided completion and production services through 17 locations serving our customers in the United States, including the Gulf of America, and international markets.

As of December 31, 2025, we provided completion and production services through eight locations serving our customers in the United States, including the Gulf of America, and international markets.

Employees in our Completion and Production Services segment typically rig up and operate our equipment on the well site for our customers.

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We provide our services and equipment based on daily rates which vary depending on the type of equipment, the complexity of activities and the length of the job.

We own patents or have patents pending covering some of our technology, particularly in our wellhead frac stack equipment and downhole extended-reach technology product lines.

We own patents or have patents pending covering some of our technology, particularly in our downhole extended-reach technology product line.

Our customers in this segment include major, independent and private oil and gas companies and other large oilfield service companies.

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Downhole Technologies

For the years ended December 31, 2024, 2023 and 2022, our Downhole Technologies segment contributed 19% to 25% of our consolidated revenue.

For the years ended December 31, 2025 and 2024, our Downhole Technologies segment contributed 18% and 19%, respectively, of our consolidated revenue.

This segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations.

This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies.

Similar to our Completion and Production Services segment, demand for our Downhole Technologies segment products is predominantly tied to land-based oil and natural gas exploration and production activity levels in the United States and well decommissioning activity internationally.

The primary drivers for this activity are the price of crude oil and, to a lesser extent, natural gas.

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Seasonality of Operations

Our operations are directly impacted by customer budgets and seasonal weather conditions in certain areas in which we operate, most notably in the Rocky Mountain and Northeast regions of the United States, where severe winter weather conditions can restrict access to work areas.

Our operations are directly impacted by customer budgets and seasonal weather conditions in certain areas in which we operate, most notably in the Rocky Mountain region of the United States, where severe winter weather conditions can restrict access to work areas.

In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along the Gulf Coast.

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We monitor global compliance with our internal policies and procedures, internationally recognized/certified management systems and all applicable national, state, local and international laws and regulations.

Our focus on safety was recognized with the 2023 NOIA Safety in Seas Culture of Safety Award, which recognizes overall organizational immersion in, and commitment to, safety through measurable and sustained safety performance over a prolonged period of time.

Our Global Workforce

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Our industry is cyclical, leading to varying headcount needs during industry cycles.

We prioritize recalling our experienced employees for manufacturing and field positions to the extent possible.

We prioritize retaining our experienced employees for manufacturing and field positions to the extent possible.

We invest in ongoing training and development of our employees through technical and non-technical courses and programs, which are regularly refreshed and designed to meet the requirements of an evolving business landscape.

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legal standards, as amended from time to time:

• the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and that, historically, the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions, though the Trump Administration has made proposals to repeal or otherwise modify the EPA’s GHG “Endangerment Finding,” which underpins the majority of the EPA’s GHG emissions regulations;

• the Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;

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• Lease development .

The Biden Administration has at times called for revisions and restrictions to the leasing and permitting programs for oil and gas development on federal lands and, for a time, suspended federal oil and gas leasing activities.

The Inflation Reduction Act (“IRA 2022”) contains provisions requiring particular offshore oil and gas lease sales under the 2017 – 2022 leasing program to proceed and the DOI has announced plans for those sales.

In 2023, the DOI published a final offshore leasing program for 2024-2029.

Although leasing has resumed, the areas offered for leasing in the 2024-2029 program are the smallest since federal offshore leasing for oil and gas development began.

Future actions taken by the federal government to limit the availability of new oil and gas leases would adversely

impact the oil and gas industry and impact demand for our products and services.

Separately, in April 2024, the federal Bureau of Land Management (“BLM”) finalized a rule that would limit flaring from well sites on federal lands, increase the costs associated with federal oil and gas leasing and require operators to submit a methane waste minimization plan or a self-certification statement committing the operator to capturing 100% of the gas produced from a well and pay royalties on lost gas as part of the permit application process.

This rule is currently subject to litigation, its implementation has been halted in North Dakota, Texas, Utah, Montana, and Wyoming, and it is uncertain what actions the Trump Administration may take with respect to this rule, if any.

Additionally, the BLM finalized a rule to update the fiscal terms of federal oil and gas leases, increasing fees, rents, royalties, and bonding requirements according to provisions in the IRA 2022.

Previous administrations have at times called for revisions and restrictions to the leasing and permitting programs for oil and gas development on federal lands and, for a time, suspended federal oil and gas leasing activities.

For example, in 2023, the DOI published a final offshore leasing program for 2024-2029.

The areas offered for leasing in the 2024-2029 program were the smallest since federal offshore leasing for oil and gas development began.

However, more recently, the OBBBA mandated that the Bureau of Ocean Energy Management (“BOEM”) conduct a minimum of thirty lease sales in the Gulf of America through 2040.

BOEM conducted the first lease sale required under the OBBBA in December 2025.

In addition to the lease sales required under the OBBBA, the Secretary

of the Interior issued a proposed National Outer Continental Shelf Oil and Gas Leasing Program in November 2025, which includes 34 sales through 2031.

However, future actions taken by the federal government to limit the availability of new oil and gas leases would adversely impact the oil and gas industry and impact demand for our products and services.

Separately, in April 2024, the federal Bureau of Land Management (“BLM”) finalized a rule that would limit flaring from well sites on federal lands, among other requirements.

This rule is currently subject to litigation, though the litigation is currently being held in abeyance while the Trump Administration considers revisions to the rule.

In December 2025, the BLM announced it would delay enforcement of the impending regulatory compliance deadlines under that rule while it is under reconsideration.

• Induced seismicity .

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States such as Oklahoma and Texas have also issued orders, from time to time, for certain wells where seismic incidents have occurred to restrict or suspend disposal well operations.

In this regard, the Texas Railroad Commission has pursued several regulatory initiatives in recent years as a result of recent seismic activity in areas of the Midland Basin, including voluntary reductions in produced water disposals through injection wells, suspending injection operations of certain deep disposal wells, and suspending all disposal well permits to inject oil and gas waste in certain areas.

The Oklahoma Corporation Commission has similarly suspended certain deep disposal well operations in the recent past following earthquakes of certain magnitudes in Oklahoma.

Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal.

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• Offshore marine safety .

Regulatory agencies such as the federal Bureau of Safety and Environmental Enforcement and Bureau of Ocean Energy Management may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations to our oil and gas exploration and production customers with respect to their offshore operations or significantly increase financial assurances of operators for decommissioning of offshore facilities on the Outer Continental Shelf.

Regulatory agencies such as the federal Bureau of Safety and Environmental Enforcement and BOEM may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations to our oil and gas exploration and production customers with respect to their offshore operations or significantly increase financial assurances of operators for decommissioning of offshore facilities on the Outer Continental Shelf.

Our customers’ compliance with such new, more stringent legal requirements may result in increased costs for our customers and could adversely affect, delay or curtail new or ongoing drilling and development efforts by our customers.

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Since that time, the EPA has issued area designations with respect to ground-level ozone and final requirements that apply to state, local and tribal air agencies for implementing the 2015 NAAQS for ground-level ozone and, more recently, in December 2020, the EPA (under the first Trump Administration) published a final action that, upon conducting a periodic review of the ozone standard in accord with CAA requirements, elected to retain the 2015 ozone NAAQS without revision on a going-forward basis.

The EPA’s consideration of this standard remains ongoing.

State implementation of a revised NAAQS could, among other things, require installation of new emission controls on some of our or our customers’ equipment, result in longer permitting timelines, and significantly increase our or our customers’ capital expenditures and operating costs.

We cannot predict what further actions, if any, and on what timeline, the EPA may take with respect to these regulations, though state implementation of a revised NAAQS could, among other things, require installation of new emission controls on some of our or our customers’ equipment, result in longer permitting timelines, and significantly increase our or our customers’ capital expenditures and operating costs.

• Waters of the United States .

There continues to be uncertainty on the federal government’s applicable jurisdictional reach under the Clean Water Act over waters of the United States, including wetlands as the EPA and the U.S.

Army Corps of Engineers (“Corps”) under the Obama, Trump and Biden Administrations have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach.

Following legal actions, implementation of the most

recent rule is currently split by jurisdiction, with 27 states subject to an injunction resulting in implementation of the pre-2015 rule taking into account the changes made by the Supreme Court decision in Sackett v.

States outside the reach of that injunction are subject to a rule defining waters of the United States published in September 2023.

Additionally, the Trump Administration may seek to take additional action to revise or clarify the reach of federal jurisdiction, though the substance and timing of such action cannot be predicted.

Therefore, determinations regarding the reach of federal jurisdiction over waterbodies and wetlands under the CWA remain uncertain at this time.

To the extent that any action further expands the scope of the CWA’s jurisdiction in areas where our customers conduct operations, such developments could delay, restrict or halt permitting or development of projects, result in longer permitting timelines, or increased compliance expenditures or mitigation costs for our customers’ operations, which may reduce the rate of production from operators.

There continues to be uncertainty on the federal government’s applicable jurisdictional reach under the Clean Water Act over waters of the United States (“WOTUS”), including wetlands as the EPA and the U.S.

Army Corps of Engineers (“Corps”) have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach.

Following legal actions on the final rule issued in January 2023 and the U.S.

Supreme Court decision in Sackett v.

EPA , the EPA issued a rule redefining WOTUS in September 2023, the implementation of which is currently split by jurisdiction.

In November 2025, the Trump Administration issued a proposed rule to revise the definition of WOTUS and expand certain exemptions, though the substance and timing of any final action remains uncertain at this time.

• Climate change .

In the United States, no comprehensive climate change legislation has been implemented at the federal level.

However, certain federal laws, such as the IRA 2022, have been enacted to advance numerous climate-related objectives.

The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, and supporting infrastructure and carbon capture and sequestration, among other provisions.

However, on January 20, 2025, President Trump issued an executive order pausing certain funding disbursements under the IRA 2022;

the potential impact of this action and any future similar attempts to limit the incentives under the IRA 2022 are uncertain.

Certain federal laws, such as the IRA 2022, have been enacted to advance numerous climate-related objectives.

However, certain of these initiatives have been paused, repealed or otherwise modified due to the passage of the OBBBA.

Moreover the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and impose new standards reducing methane emissions from oil and gas operations through limitations on venting and flaring and the implementation of enhanced emission leak detection and repair requirements.

In recent years, there has been considerable uncertainty surrounding regulation of methane emissions.

While the Trump Administration took a number of actions to revise federal regulation of methane from the oil and natural gas sector, these actions were subsequently reversed by both the Biden Administration and Congress.

The IRA 2022 also imposes the first-ever federal fee on the emission of GHGs through a methane emissions charge, which the EPA has finalized regulations to implement.

However, following the change in U.S.

presidential administrations, proposals have been made to repeal or otherwise modify these requirements and the EPA’s GHG “Endangerment Finding,” which underpins the majority of EPA’s GHG regulations.

We cannot predict whether such efforts will ultimately be successful.

The IRA 2022 also imposes the first-ever federal fee on the emission of GHGs through a methane emissions charge, which the EPA has finalized regulations to implement, although the rule was repealed in March 2025 by a Joint Resolution of Disapproval under the Congressional Review Act and the EPA subsequently issued a final rule removing the rule from the Code of Federal Regulations.

The OBBBA has since postponed the implementation of the methane emissions charge until 2034.

Additionally, in December 2023, the EPA published a final rule that established the so-called Quad Ob new source and Quad Oc first-time existing source standards of performance under applicable agency regulations established at 40 C.F.R.

Part 60 for methane and volatile organic compound emissions for the crude oil and natural gas source category.

Owners or operators of affected emission units or processes will have to comply with specific standards of performance that may include leak detecting using optical gas imaging and subsequent repair requirements, reduction of regulated emissions through capture and control systems, zero-emission requirements for certain equipment or processes, operations and maintenance requirements and requirements for “green well” completions.

The rules also impose expanded inspection, monitoring and emissions control requirements on oil and gas sites, as well as strengthen requirements related to emissions from equipment and routine flaring, as well as establish a “Super Emitter Response Program” that would trigger certain operator investigation and repair requirements in response to emissions events exceeding 200 pounds per hour, as detected by regulatory authorities or qualified third parties.

However, the Trump Administration or Congress may take actions to revise or repeal the methane charge or the finalized EPA rules related to methane emissions, though the timing and outcome of such actions cannot be predicted.

However, the rule is currently being challenged and, in December 2025, the EPA finalized a rule to extend various compliance deadlines in Quad Ob and Quad Oc.

As a result, we cannot predict the scope of any final methane regulatory requirements, or the expected cost to comply with such requirements, but any such increase in regulatory scope and oversight may increase compliance expenditures or mitigation costs for our or our customers’ operations.

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding GHG emissions reduction goals every five years after 2020.

President Biden recommitted the United States to the Paris Agreement and, in April 2021, announced a GHG emissions reduction goal for the United States of 50% to 52% below 2005 levels by 2030.

In addition, the annual Conferences of the Parties have resulted in multiple announcements, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs, agreements to transition away from fossil fuels in energy systems and increase renewable energy capacity, and similar initiatives, though none are legally binding.

However, on January 20, 2025, President Trump issued an executive order withdrawing from the Paris Agreement.

The United States’ future participation in these international climate-related conferences and the degree and manner in which countries, including the United States, may implement these voluntary international climate commitments is uncertain.

Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such energy companies created public nuisances by producing fuels that contributed to global warming effects or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their

investors or customers by failing to adequately disclose those impacts.

At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding GHG emissions reduction goals every five years after 2020, though the United States is not currently a party to the Paris Agreement.

Additionally, our access to capital may be impacted by climate change policies as stockholders and bondholders currently invested in carbon-intensive energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors.

Institutional lenders who provide financing to carbon-intensive energy companies also have become more attentive to sustainable lending and investment practices that favor “clean” power sources such as wind and solar, making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies.

Additionally, there is the possibility that financial institutions will be pressured or required to adopt policies that limit funding for fossil fuel energy companies.

However, this trend has waned in recent years.

In addition, the SEC has finalized a rule that would require registrants to make certain climate-related disclosures in registration statements and annual reports, including their governance of climate-related risks, material climate-related impacts on strategy, outlook and business model, climate risk management, Scope 1 and 2 GHG emissions, and if the registrant has set them, climate-related targets and goals.

The implementation of this rule has been paused pending litigation, and the SEC is expected to repeal or further modify the rule;

however, the timeline for any such action, if at all, is subject to uncertainty and may face additional legal challenges.

Several states have also enacted or are considering enhanced climate-related disclosure requirements.

Such enhanced disclosure could increase our operating costs and may also lead to reputational or other harm with customers, regulators or other stakeholders.

Additionally, several states have enacted or are considering enhanced climate-related disclosure requirements.

Such enhanced disclosure could increase our operating costs and may also lead to reputational or other harm with customers, regulators or other stakeholders, with varied and sometimes conflicting expectations and standards.

These changes could also increase our litigation risks relating to alleged climate-related damages resulting from our operations, statements alleged to have been made by us or others in our industry regarding climate-change risks, or in connection with any future disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimation with respect to calculation and reporting GHG emissions.

The SEC has also, from time to time, focused additional scrutiny on existing climate-change related disclosures in public filings, and there is the potential for enforcement if the SEC were to allege that an issuer’s existing climate disclosures were misleading or deficient.

Such public and private sector efforts have made and may continue to make it more difficult for certain of our customers’ to secure financing for their projects, which in turn may reduce the demand for our products and services.

Finally, increasing concentrations of GHG in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, rising sea levels and other climatic events, as well as chronic shifts in temperature and precipitation patterns.

For more information, see our risk factor titled “Climatic impacts could adversely impact our operations or those of our customers or suppliers.”

For more information, see our risk factor titled “Climate events could adversely impact our operations or those of our customers or suppliers.”

While we maintain insurance coverage for certain environmental and occupational health and safety risks that we believe is consistent with insurance coverage held by other similarly situated industry participants, our insurance does not cover any penalties or fines that may be issued by a government authority.

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What changed 10-K

Item 1. Business