What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-02-21 · 352 added, 283 removed, 915 unchanged (41% of the section changed)

19 unchanged sentences

Based on our assessment we believe that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.

The effectiveness of Oil States’ internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as described below.

The effectiveness of Oil States’ internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP an independent registered public accounting firm, as described below.

(b) Attestation report of the registered public accounting firm.

The attestation report of Ernst & Young LLP, our independent registered public accounting firm, on our internal control over financial reporting is set forth in this Annual Report on Form 10‑K on page 58 and is incorporated herein by reference.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Oil States International, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Oil States International, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 4, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Houston, Texas

March 4, 2026.

1 unchanged sentence

Other Information

Rule 10b5-1 Trading Arrangement

During the three months ended December 31, 2025, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

33 unchanged sentences

(incorporated by Reference to Exhibit 10.2 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the SEC on February 22, 2022 (File No.

— Form of Deferred Stock Grant Notice and Agreement under the Company’s Amended and Restated Equity Participation Plan.

(incorporated by Reference to Exhibit 10.3 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the SEC on February 22, 2022 (File No.

— Form of Non-Employee Director Deferred Stock Grant Notice and Agreement under the Company’s Amended and Restated Equity Participation Plan.

(incorporated by Reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025, as filed with the SEC on October 31, 2025 (File No.

— Deferred Compensation Plan effective January 1, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013, as filed with the SEC on April 25, 2013 (File No.

6 unchanged sentences

— Third Amendment to Credit Agreement, dated February 16, 2024, among Oil States International, Inc., as Borrower, the Lenders from time to time hereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013, as filed with the SEC on February 21, 2014 (File No.

— Fifth Amendment to Credit Agreement, dated July 28, 2025, among Oil States International, Inc., as Borrower, the Lenders from time to time thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on July 31, 2025 (File No.

001-16337)) .

— A mended and Restated Credit Agreement, dated January 28, 2026, among Oil States International Inc., as Borrower, the Lenders from time to time thereto, and Wells Fargo Bank, National Association as Agent (incorpo rated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, as filed with the Commission on January 28, 2026 (F ile No.

— Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2004, as filed with the SEC on November 5, 2004 (File No.

2 unchanged sentences

333‑2565777)).

— Form of Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No.

333‑2565777)).

— Form of Performance Award Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on April 26, 2024 (File No.

— Form of Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025 (File No.

— Form of Performance Award Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025 (File No.

— Form of Cash Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on April 29, 2021 (File No.

— Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.21 to the Company’s Report on Form 8‑K as filed with the SEC on November 15, 2006 (File No.

— Form of Non-Employee Director Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No.

333‑2565777)).

— Form of Non-Employee Director Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by Reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025, as filed with the SEC on October 31, 2025 (File No.

— Amendment to the Executive Agreement of Cindy Taylor, effective January 1, 2009 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008, as filed with the SEC on February 20, 2009 (File No.

9 unchanged sentences

— Annual Incentive Compensation Plan, dated January 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 1, 2020 (File No.

— O il States International, Inc.

Insider Trading Policy

— Oil States International, Inc.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company ’ s Annual Report on Form 10- K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025 (File No.

— List of subsidiaries of the Company.

— Consent of Independent Registered Public Accounting Firm.

— Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

— Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).

— Powers of Attorney for Directors.

19 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 21, 2025.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 21, 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on March 4, 2026.

Signature Title

14 unchanged sentences

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID:

Report of Independent Registered Public Accounting Firm on the Company’s Internal Control Over Financial Reporting 58

Consolidated Statements of Operations 59

7 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oil States International, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2025 expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheet of Oil States International, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows, for the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Product revenues recognized over-time on project-driven contracts

Description of the Matter

As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue over time for certain project-driven contracts using an input method such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method).

Auditing management’s calculation of revenues recognized under the cost-to-cost method was complex and subjective due to the significant estimation required in determining the estimated costs remaining on the project.

In particular, the estimates of remaining costs associated with materials and labor are sensitive and may be impacted by factors outside of the Company’s control.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for recognizing revenues over-time on project-driven contracts, including management’s review of the estimated costs to complete and associated revenues.

To test the Company’s estimate of the progress towards completion of its projects, we performed audit procedures that included, among others, testing the significant assumptions discussed above to develop the estimated cost to complete and testing the completeness and accuracy of the underlying data.

To assess management’s estimated costs, we performed audit procedures that included, among others, agreeing the estimates to supporting documentation;

conducting interviews with project personnel;

observing selected project review meetings;

performing observations of select projects to observe progress;

and performing lookback analyses to historical actual costs to assess management’s ability to estimate.

Recoverability of long-lived assets – Downhole Technologies segment

Description of the Matter

As discussed in Note 2 to the consolidated financial statements, the recoverability of the carrying values of long-lived assets is assessed at the asset group level whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated undiscounted future cash flows.

If this assessment indicates that the carrying value will not be recoverable, an impairment loss equal to the excess of the carrying value over the fair value of the asset group is recognized.

Auditing the Company’s assessment of the recoverability of the long-lived tangible and intangible assets of an asset group within the Downhole Technologies segment was complex due to the degree of judgment required in evaluating management’s significant assumptions, primarily forecasted revenue and margin within the asset group, which are sensitive to and affected by economic, industry and company-specific factors.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls addressing the risk of material misstatement relating to the Company's process for assessing the asset group for impairment.

This included testing management’s review controls over the quantitative data and assumptions used in the undiscounted cash flow recoverability assessment, including the underlying data used to perform the assessment.

To test the recoverability assessment and the undiscounted future cash flows of the long-lived assets of an asset group within the Downhole Technologies segment, we performed audit procedures that included, among others, testing the significant assumptions and the underlying data used by the Company in its assessment, including assessing the completeness and accuracy of such underlying data.

We compared the forecasted revenue used by management to external forecasted spending trends in the industry, analyst forecasted commodity prices and historical performance.

We assessed the reasonableness of forecasted margins by comparing to historical performance taking into consideration changes in forecasted product mix and cost saving initiatives.

We performed a lookback analysis to historical revenue and margin to assess management’s ability to estimate.

We performed sensitivity analyses of significant assumptions to evaluate the change in the undiscounted cash flows that would result from changes in the significant assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2000.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue - Product revenues recognized over time on project-driven contracts - Refer to Note 2 to the financial statements

Critical Audit Matter Description

For significant project-related contracts involving custom engineered products within the Offshore Manufactured Products segment (also referred to as “project-driven products”), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method).

The majority of the Company’s significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts.

The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for the performance obligation.

Cost of sales is recognized as incurred, and revenues are determined by adding a proportionate amount of the estimated profit to the amount reported as cost of sales.

Given the judgments necessary to estimate total costs and profit for the performance obligations used to recognize revenue for certain project-driven contracts, auditing such estimates required extensive audit effort due to the volume and complexity of project-driven contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit used to recognize revenue for certain project-driven project contracts included the following, among others:

• We tested the effectiveness of controls over project-driven contract revenue, including management’s controls over the estimates of total costs and profit for performance obligations.

• We selected a sample of project-driven contracts and performed the following:

– Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

– Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

– Evaluated the estimates of total cost and profit for the performance obligation by:

▪ Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers.

▪ Comparing the estimates to third-party invoices from suppliers and subcontractor agreements.

▪ Developing independent estimates of total costs at completion and compared our estimates to management’s estimates.

Our independent estimates were based on information such as third-party invoices from suppliers, subcontractor agreements, and similar historical project experience.

– Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.

Long-lived Assets – Long-lived asset impairments – Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

Long-lived assets, which consists of property, plant and equipment, intangible assets with finite useful lives (“Other intangible assets”), and operating lease assets, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

During the fourth fiscal quarter ended December 31, 2025, the Company determined the carrying value of long-lived assets of an asset group within the Downhole Technologies segment were impaired and recognized an impairment charge of $91.0 million.

We identified these long-lived asset impairments as a critical audit matter as the estimates made by management to determine the fair value of these assets required a high degree of auditor judgment and an increased extent of effort including the need to involve fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions in applying the income approach, including:

estimated future net annual cash flows, discount rates, current and anticipated market conditions, and estimated growth rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to evaluate the Company’s impairment analysis included the following, among others:

• We tested the effectiveness of controls over the determination of fair value, including controls related to management's development of estimated future net annual cash flows, discount rates, current and anticipated market conditions, and estimated growth rates.

• We assessed the reasonableness of management’s estimates of future projections of revenues and cash flows within the undiscounted future net cash flows and discounted future net cash flows by:

– Compared historical results to the Company’s strategic plans.

– Inquired of management and made corroborating inquiries with the asset group’s operations management team regarding current and anticipated market conditions and the strategic direction of the Downhole Technologies segment.

– Read internal communications to management and the Board of Directors.

– With the assistance of our fair value specialists we:

▪ Evaluated the reasonableness of the methodology utilized to develop the estimates.

▪ Evaluated the reasonableness of the discount rates and developed a range of independent estimates and compared those to the discount rates selected by management.

▪ Compared the long-term growth rates with projected nominal and real US GDP growth rates.

/s/ Deloitte & Touche LLP

Houston, Texas

February 21, 2025

March 4, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Oil States International, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Oil States International, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Oil States International, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024 and the related notes, and our report dated February 21, 2025 expressed an unqualified opinion thereon.

To the Stockholders and Board of Directors of Oil States International, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Oil States International, Inc.

and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management’s annual report on internal control over financial reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2000 to 2025.

Houston, Texas

February 21, 2025

March 4, 2026

OIL STATES INTERNATIONAL, INC.

13 unchanged sentences

Depreciation and amortization expense 47,439 54,708 60,778

Impairment of goodwill 10,000 — —

Impairments of intangible assets 10,787 — —

Impairments of operating lease assets 3,767 — —

Long-lived and other asset impairments 100,321 24,554 —

Other operating income, net ( 6,960 ) ( 16,195 ) ( 2,732 )

23 unchanged sentences

Currency translation adjustments 13,268 ( 9,548 ) 8,957

Total other comprehensive income (loss) ( 9,548 ) 8,957 ( 12,910 )

Comprehensive income (loss) $ ( 96,109 ) $ ( 20,806 ) $ 21,848

9 unchanged sentences

Inventories, net 183,409 214,836

Assets held for sale 17,350 6,492

Prepaid expenses and other current assets 22,173 17,199

28 unchanged sentences

Total stockholders’ equity 573,191 680,654

680,654 709,545

Total liabilities and stockholders’ equity $ 883,431 $ 1,005,108

$ 1,005,108 $ 1,046,486

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

10 unchanged sentences

Balance, December 31, 2022 $ 766 $ 1,122,292 $ 272,027 $ ( 78,941 ) $ ( 626,586 ) $ 689,558

Net loss — — ( 9,540 ) — — ( 9,540 )

Currency translation adjustment (excluding intercompany advances) — — — ( 15,258 ) — ( 15,258 )

Currency translation adjustment on intercompany advances — — — 2,281 — 2,281

Other comprehensive income — — — 67 — 67

Issuance of common stock in connection with settlement of disputes with seller of GEODynamics, Inc.

— — 12,891 — — 12,891

Currency translation adjustments (excluding intercompany advances)

— — — 6,822 — 6,822

Currency translation adjustment on intercompany advances — — — 2,135 — 2,135

Stock-based compensation expense 6 6,948 — — — 6,954

Surrender of stock to settle taxes on restricted stock awards — — — — ( 1,948 ) ( 1,948 )

Stock repurchases — — — — ( 6,867 ) ( 6,867 )

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

— — ( 11,258 ) — — ( 11,258 )

Currency translation adjustment (excluding intercompany advances) — — — 6,822 — 6,822

Currency translation adjustments (excluding intercompany advances)

— — — ( 2,768 ) — ( 2,768 )

Currency translation adjustment on intercompany advances — — — ( 6,780 ) — ( 6,780 )

2 unchanged sentences

Stock repurchases — — — — ( 14,212 ) ( 14,212 )

— — — — ( 6,867 ) ( 6,867 )

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

1 unchanged sentence

Currency translation adjustments (excluding intercompany advances)

— — — 8,321 — 8,321

Currency translation adjustments on intercompany advances — — — 4,947 — 4,947

12 unchanged sentences

Net income (loss)

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

$ ( 109,377 ) $ ( 11,258 ) $ 12,891

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense 47,439 54,708 60,778

Impairment of goodwill

Impairments of intangible assets

Impairments of operating lease assets

Impairments of long-lived assets, goodwill and assets held for sale 100,321 24,554 —

Impairment of inventories 20,798 — —

Stock-based compensation expense 7,712 8,723 6,954

2 unchanged sentences

Gains on disposals of assets ( 7,701 ) ( 18,333 ) ( 4,075 )

Gains on extinguishment of convertible senior notes

Net gains on extinguishment of 4.75 % convertible senior notes

( 120 ) ( 515 ) —

Other, net ( 2,360 ) ( 452 ) ( 1,001 )

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

Changes in operating assets and liabilities:

Accounts receivable ( 4,140 ) 5,191 17,132

7 unchanged sentences

Proceeds from disposition of property and equipment 11,836 5,594 5,253

5,594 5,253 5,877

Proceeds from disposition of assets held for sale

Acquisition of business, net of cash acquired

8,409 35,070 —

8 unchanged sentences

— — ( 17,315 )

Payment of promissory note to seller of GEODynamics, Inc.

— — ( 10,000 )

Other debt and finance lease repayments ( 652 ) ( 457 ) ( 732 )

Other debt and finance lease repayments, net ( 461 ) ( 652 ) ( 457 )

Payment of financing costs ( 188 ) ( 1,178 ) ( 128 )

Purchases of treasury stock ( 16,608 ) ( 14,212 ) ( 6,867 )

( 14,212 ) ( 6,867 ) —

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

17 unchanged sentences

All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated in the accompanying Consolidated Financial Statements.

The presentation of certain prior-year amounts in the Notes to the Company’s Consolidated Financial Statements have been conformed to the current-year presentation.

The Company operates through three business segments – Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies – and, through its subsidiaries, is a leading provider of specialty products and services to oil and gas and industrial companies around the world.

The presentation of certain prior-year amounts in the Company’s Consolidated Financial Statements have been conformed to the current-year presentation.

The Company operates through three business segments – Offshore Manufactured Products, Completion and Production Services and Downhole Technologies – and, through its subsidiaries, is a leading provider of specialty products and services to oil and gas and industrial companies around the world.

The Company operates in a substantial number of the world’s active resource intensive regions, including:

onshore and offshore United States, West Africa, the North Sea, the Middle East, South America and Southeast and Central Asia.

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

Historical segment financial data and disaggregated revenue information as of and for the years ended December 31, 2023 and 2022, as presented in Note 14, “Segments and Related Information,” were conformed with the 2024 segment presentation.

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

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

Summary of Significant Accounting Policies

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

The estimated fair value of the 2026 Notes as of December 31, 2024 was $ 121.7 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 123.5 million.

The estimated fair value of the 2026 Notes as of December 31, 2025, based on quoted market prices (a Level 2 fair value measurement), was comparable to the principal amount of $ 52.7 million.

Inventories consist of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process.

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A reserve for excess and/or obsolete inventory is maintained based on the age, turnover, condition, expected near-term utility and market pricing of the goods.

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Property, Plant, and Equipment

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Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.

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Expenditures for repairs and maintenance are charged to expense when incurred.

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If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded based on the excess of the carrying amount over the reporting unit’s fair value.

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

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

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.

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These estimates rely upon significant management judgment.

Following the goodwill impairments recognized by the Company in 2020 and 2024, only the Offshore Manufactured Products segment has remaining goodwill.

Following goodwill impairments, only the Offshore Manufactured Products segment has remaining goodwill.

The Company’s December 1, 2025 qualitative assessment identified no events or changes in circumstances which indicated that, more likely than not, the $ 71 million carrying value of goodwill on the balance sheet of the Offshore Manufactured Products segment was not recoverable.

The Company’s December 1, 2023 and 2022

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assessments of goodwill for impairment indicated that the fair value of the Offshore Manufactured Products reporting unit was greater than its carrying amount at each date and no impairments were required in either period.

Long-Lived Assets

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The recoverability of the carrying values of long-lived assets is assessed at the asset group level whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated undiscounted future cash flows.

If this assessment indicates that the carrying values will not be recoverable, an impairment loss equal to the excess of the carrying value over the fair value of the asset group is recognized.

If this assessment indicates that the carrying values will not be

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recoverable, an impairment loss equal to the excess of the carrying value over the fair value of the asset group is recognized.

The fair value of the asset group is based on appraised values, prices of similar assets (if available), or discounted cash flows.

As further discussed in Note 4, “Asset Impairments and Other Charges and Credits” and Note 8, “Operating Leases,” the Company recognized non-cash operating lease impairments, associated with the closure of certain facilities, totaling $ 3.8 million in 2024 to reduce the carrying value of the related operating lease assets to their estimated realizable value.

Additionally, the Company recognized non-cash intangible impairment charges of $ 10.8 million associated with the exit of a service offering.

During 2024, events and circumstances also indicated that the long-lived tangible and intangible assets of an asset group within the Downhole Technologies segment (totaling $ 147 million as of December 31, 2024) may not be recoverable.

During 2025, events and circumstances also indicated that the long-lived tangible and intangible assets (totaling $ 132.1 million as of December 1, 2025) of an asset group within the Downhole Technologies segment may not be recoverable.

Management assessed the carrying value of the long-lived assets of this group by comparing its estimates of undiscounted future cash flows to the carrying value of the assets.

This assessment indicated that the asset group’s long-lived assets were recoverable.

Accordingly, no additional long-lived asset impairment losses were recorded in 2024.

However, management actions, competitive market conditions or industry cyclicality and downturns may result in future changes to the Company’s estimates of projected cash flows, or their timing, and could potentially cause future impairment to the values of its long-lived assets, including finite-lived intangible assets.

This assessment indicated that the asset group’s long-lived assets were not recoverable.

Management used the income approach (a Level 3 fair value measurement) to estimate fair value by discounting the forecasts of the asset group’s future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment.

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

These estimates rely upon significant management judgment.

The measured fair value of the asset group’s long-lived assets was below its carrying amount, resulting in the recognition of non-cash long-lived asset impairment charges of $ 91.0 million in the fourth quarter of 2025.

As further discussed in Note 3, “Asset Impairments and Other Charges and Credits” and Note 7, “Operating Leases,” the Company recognized non-cash operating lease impairments, associated with the closure of certain facilities, totaling $ 2.3 million and $ 3.8 million in 2025 and 2024, respectively, to reduce the carrying value of the related operating lease assets to their estimated realizable value.

Additionally, the Company recognized impairment charges of $ 10.8 million in 2024 associated with the exit of a service offering.

The Company leases a portion of its facilities, office space, equipment and vehicles under contracts which provide it with the right to control identified assets.

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Research and development expenses totaled $ 5.1 million, $ 5.2 million and $ 4.5 million in 2025, 2024 and 2023, respectively, and are reported within cost of revenues in the accompanying consolidated statements of operations.

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Foreign Currency and Other Comprehensive Loss

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As of December 31, 2025 and 2024, the Company had no outstanding foreign currency forward purchase contracts.

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Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a component of accumulated other comprehensive loss within stockholders’ equity and represent substantially all of the accumulated other comprehensive loss balance.

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Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents.

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As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, contract-related estimates are reviewed regularly.

3 unchanged sentences

Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs.

As disclosed in the consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented.

As disclosed in the consolidated statements of operations, product costs and

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service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented.

Selling, general and administrative costs are charged to expense as incurred.

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As of December 31, 2025, the Company had $ 322.5 million of remaining backlog related to contracts with an original expected duration of greater than one year .

Approximately 54 % of this remaining backlog is expected to be recognized as revenue in 2025 and the balance thereafter.

Approximately 35 % of this backlog is expected to be recognized as revenue in 2026 and the balance thereafter.

The Company follows the liability method of accounting for income taxes.

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The Company evaluates the credit-worthiness of significant customers’ financial condition and, generally, the Company does not require significant collateral from its customers.

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Allowances for Doubtful Accounts

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If a customer receivable is deemed to be uncollectible, the receivable is charged-off against allowance for doubtful accounts.

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Earnings per Share

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Other claims or liabilities have been estimated based on their fair value or management’s experience in such matters and, when appropriate, the advice of outside counsel or other outside experts.

Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid

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in settlement.

Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid in settlement.

Examples of areas with important estimates of future liabilities include duties, income taxes, litigation, insurance claims and contractual claims and obligations.

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Management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s Consolidated Financial Statements upon adoption.

The Company has expanded its reportable segment disclosures provided in Note 14, “Segments and Related Information,” in accordance with the FASB guidance (“Accounting Standards Update 2023-07”) issued in November 2023.

On April 14, 2022, the Company acquired E-Flow Control Holdings Limited (“E-Flow”), a U.K.-based global provider of fully integrated handling, control, monitoring and instrumentation solutions.

The purchase price of $ 8.1 million (net of cash acquired) was funded with cash-on-hand.

Under the terms of the purchase agreement, the Company may be entitled to indemnification for certain matters occurring prior to the acquisition.

The E-Flow transaction was accounted for using the acquisition method of accounting, based on the Company’s estimates of the fair value of assets acquired (primarily long-lived intangible assets and goodwill) and liabilities assumed in the acquisition.

E-Flow’s results of operations have been included in the Company’s consolidated financial statements and have been reported within the Offshore Manufactured Products segment subsequent to the closing of the acquisition.

In 2025, the Company prospectively expanded its income tax disclosures provided in Note 9, “Income Taxes,” in accordance with the FASB guidance (“Accounting Standards Update 2023-09”) issued in December 2023.

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Asset Impairments and Other Charges and Credits

In 2023, the Company implemented initiatives to reduce future costs, which continued throughout 2024.

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

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

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

The Company has implemented restructuring initiatives including the consolidation, relocation and exit of certain manufacturing and service locations, the exit of certain product and service offerings, as well as the realignment in 2024 of operations within two of the Company’s reportable segments.

The Company also assessed the carrying value of certain long-lived and other assets during 2025 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, the Company recorded the following charges and credits during the years ended December 31, 2025 and 2024 (in thousands):

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total

Year Ended December 31, 2025

Impairments of:

$ — $ — $ 10,000 $ — $ 10,000

Intangible assets $ — $ — $ 80,248 $ — $ 80,248

— 10,787 — — 10,787

Operating lease assets — 1,307 3,086 — 4,393

Property, plant and equipment

— — 8,605 — 8,605

Assets held for sale

— — — 7,075 7,075

— — 20,798 — 20,798

Facility consolidation and exit, and other charges 1,608 9,480 252 298 11,638

Net gains on extinguishment of debt

— — — ( 120 ) ( 120 )

Pre-tax totals $ 1,608 $ 10,787 $ 112,989 $ 7,253 132,637

Income tax benefit

After-tax total $ 130,936

Year Ended December 31, 2024

Impairments of:

Goodwill $ — $ — $ 10,000 $ — $ 10,000

Intangible assets — 10,787 — — 10,787

Operating lease assets — 3,280 487 — 3,767

Facility consolidation and exit, and other charges 3,364 7,442 123 34 10,963

Patent defense costs — 2,753 — — 2,753

Gains on disposition of property held for sale — — — ( 15,316 ) ( 15,316 )

— — — ( 15,316 ) ( 15,316 )

Gains on extinguishment of debt

Net gains on extinguishment of debt

— — — ( 515 ) ( 515 )

Pre-tax totals $ 3,364 $ 24,262 $ 10,610 $ ( 15,797 ) 22,439

$ 3,364 $ 24,262 $ 10,610 $ ( 15,797 ) 22,439

Income tax provision

Income tax benefit

After-tax total $ 22,009

During 2023, the Offshore Manufactured Products segment recognized facility consolidation charges totaling $ 2.5 million in connection with the ongoing consolidation and relocation of certain manufacturing and service facilities and the relocation of related equipment, which is included in “Other operating income, net.” Additionally, during 2023, the Completion and Production Services segment recognized $ 0.6 million in costs associated with the defense of certain patents, which are included in “Selling, general and administrative expense.”

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During 2024, in response to further reductions in customer activity in the United States, 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 eight leased facilities.

As a result of these events and actions, the Company recorded non-cash intangible asset (customer relationships and tradenames) impairment charges of $ 10.8 million associated with the exit of this service offering and operating lease impairments of $ 3.8 million related to facility closures.

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

The carrying value of assets held for sale totaled $ 6.5 million as of December 31, 2024.

In 2022, the Offshore Manufactured Products segment settled outstanding litigation against certain service providers in exchange for cash totaling $ 6.9 million.

In connection with this settlement, the Company recognized a gain of $ 6.1 million (net of legal and other related costs) in 2022, which is included in “other operating income, net.”

Details of Selected Balance Sheet Accounts

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Deferred revenue (contract liabilities) $ 97,195 $ 52,399

As of December 31, 2024, accounts receivable, net in the United States and the United Kingdom represented 61 % and 19 %, respectively, of the total.

As of December 31, 2025, accounts receivable, net in the United States, the United Kingdom and Singapore represented 51 %, 20 % and 11 %, respectively, of the total.

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

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milestone payments) for contracts for project-driven products as well as others which require significant advance investment in materials.

Consistent with industry practice, the Company classifies

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assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year.

Consistent with industry practice, the Company classifies assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year.

All contracts are reported on the consolidated balance sheets in a net asset (contract asset) or liability (deferred revenue) position on a contract-by-contract basis at the end of each reporting period.

In the normal course of business, the Company also receives advance consideration from customers on many other short-term, smaller product and service contracts which is deferred and recognized as revenue once the related performance obligation is satisfied.

For the year ended December 31, 2024, the $ 6.6 million net decrease in contract assets was primarily attributable to $ 45.3 million transferred to accounts receivable, which was partially offset by $ 38.5 million in revenue recognized during the period.

Deferred revenue (contract liabilities) increased by $ 15.6 million in 2024, primarily reflecting $ 32.5 million in new customer billings which were not recognized as revenue during the year, partially offset by the recognition of $ 16.5 million of revenue that was deferred at the beginning of the period.

For the year ended December 31, 2025, the $ 7.2 million net increase in contract assets was primarily attributable to $ 44.2 million in revenue recognized during the year, which was partially offset by $ 36.4 million transferred to accounts receivable.

Deferred revenue (contract liabilities) decreased by $ 8.0 million in 2023, primarily reflecting the recognition of $ 17.6 million of revenue that was deferred at the beginning of the period, partially offset by $ 9.3 million in new customer billings which were not recognized as revenue during the year.

Deferred revenue (contract liabilities) increased by $ 44.8 million in 2025, primarily reflecting $ 74.7 million in new customer billings which were not recognized as revenue during the year, partially offset by $ 31.5 million of revenue that was deferred at the beginning of the year.

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2025 December 31,

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Raw Materials

95,691 108,421

Total inventories 213,544 253,810

Allowance for excess or obsolete inventory ( 38,974 ) ( 41,745 )

Allowance for excess or obsolete inventories

( 30,135 ) ( 38,974 )

$ 183,409 $ 214,836

During 2025, the Company recognized inventory impairment charges within the Downhole Technologies segment totaling $ 20.8 million to reduce the carrying value of inventories to their estimated net realizable value based on management’s decision to exit certain products in favor of new technology as well as changes in expectations regarding the near-term utility, customer demand and market pricing of certain goods.

Useful Life (years) December 31,

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$ 244,382 $ 266,871

During 2024, certain equipment inventory in the Completion and Production Services segment was reclassified as held for sale assets, and transferred from property, plant and equipment, and inventory, to prepaid and other current assets.

The carrying value of these assets totaled $ 6.5 million as of December 31, 2024.

During 2023, certain facilities in the Offshore Manufactured Products segment were reclassified as held for sale assets, and transferred from property, plant and equipment to prepaid and other current assets.

These facilities were sold in 2024.

The carrying value of these facilities totaled $ 17.2 million as of December 31, 2023.

During 2025, certain facilities, equipment and inventory in the Completion and Production Services segment and the Offshore Manufactured Products segment were reclassified to Corporate assets held for sale.

The carrying value of assets held for sale was assessed and reduced to estimated net realizable value, resulting in the recognition of an impairment charge of $ 7.1 million within Corporate operations.

As further discussed in Note 2, “Summary of Significant Accounting Policies,” during 2025 the Company also assessed the carrying value of the long-lived assets of an asset group within the Downhole Technologies segment.

As a result of this assessment, the segment recognized non-cash impairment charges of $ 8.6 million related primarily to machinery and equipment.

During 2024, certain equipment and inventory in the Completion and Production Services segment were reclassified to Corporate assets held for sale.

These assets were sold in 2025.

Additionally, the Company sold certain idle facilities and equipment and retired other fully-depreciated completion-related equipment during 2025 and 2024.

For the years ended December 31, 2025, 2024 and 2023, depreciation expense was $ 32.9 million, $ 38.3 million and $ 43.6 million, respectively.

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For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $ 38.3 million, $ 43.6 million and $ 47.0 million, respectively.

2025 December 31,

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$ 79,867 $ — $ 79,867

Foreign currency translation 585 — 585

Balance as of December 31, 2023 (1)

79,867 — 79,867

Goodwill associated with transferred operations (2)

5 unchanged sentences

69,709 — 69,709

Foreign currency translation 815 — 815

Balance as of December 31, 2025 (1)

$ 70,524 $ — $ 70,524

(1) Net of accumulated impairment losses of $ 96.5 million as of December 31, 2024 and $ 86.5 million as of December 31, 2023 and 2022.

____________________

(1) Net of accumulated impairment losses of $ 96.5 million as of December 31, 2025 and 2024, and $ 86.5 million as of December 31, 2023.

(2) For further discussion, see Note 2 “Summary of Significant Accounting Policies.”

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The weighted average remaining amortization period for finite-lived intangible assets was 7.9 years as of December 31, 2025 and 9.5 years as of December 31, 2024.

Amortization expense is expected to total approximately $ 15 million in 2025 through 2027, $ 14 million in 2028 and $ 13 million in 2029.

Amortization expense is expected to total approximately $ 6 million in 2026, $ 5 million in 2027, $ 4 million in 2028, $ 3 million in 2029 and $ 3 million in 2030.

As further discussed in Note 2, “Summary of Significant Accounting Policies,” during 2025 the Company assessed the carrying value of the long-lived assets of an asset group within the Downhole Technologies segment.

As a result of this assessment, the segment recognized non-cash impairment charges of $ 44.7 million related to customer relationships, $ 19.3 million related to patents/technology/know-how and $ 16.2 million related to tradenames.

As further discussed in Note 3, “Asset Impairments and Other Charges and Credits,” during 2024 the Company made a strategic decision to exit an underperforming service offering within the Completion and Production Services segment.

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

In 2023, no impairment of other intangible assets was required.

Long-term Debt

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(1) Unamortized deferred financing costs of $ 1.0 million and $ 1.6 million as of December 31, 2025 and December 31, 2024, respectively, are presented in other noncurrent assets.

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

Scheduled maturities of total debt as of December 31, 2024, are as follows (in thousands):

Thereafter 252

(2) The outstanding principal amount of the 2026 Notes was $ 52.7 million as of December 31, 2025 and $ 123.5 million as of December 31, 2024 .

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Scheduled maturities of total debt as of December 31, 2025, are as follows (in thousands):

2026 $ 53,370

Revolving Credit Facility

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2025, the Company had a senior secured credit facility, which provided for an asset-based revolving credit facility (the “ABL Facility”), under which credit availability is subject to a borrowing base calculation.

The ABL Facility was 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 was scheduled to mature 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 had 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.

The ABL Agreement provided funding based on a borrowing base calculation that included eligible U.S.

customer accounts receivable and inventory and, effective July 28, 2025, provided 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 were 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 bore 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 also paid a commitment fee of either 0.375 % or 0.50 % per annum, based on average unused commitments under the ABL Agreement.

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

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

The ABL Agreement also required 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 December 31, 2024, the Company had no borrowings outstanding under the ABL Facility and $ 15.9 million of outstanding letters of credit.

The total amount available to be drawn as of December 31, 2024 was $ 57.2 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit.

As of December 31, 2025, the Company had no borrowings outstanding under the ABL Agreement and $ 12.3 million of outstanding letters of credit.

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

As further discussed in Note 16, “Subsequent Event,” on January 28, 2026 the Company entered into an amended and restated cash-flow based credit agreement, providing for aggregate lender commitments of up to:

$ 75.0 million under a revolving credit facility and $ 50.0 million under a multi-draw term loan facility.

This amended and restated credit agreement replaced the ABL Facility and ABL Agreement.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table provides a summary of the Company's purchases of outstanding 2026 Notes during the year ended December 31, 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 years ended December 31, 2025 and 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

Pre-tax Gains (Losses) Recognized

Year Ended December 31, 2025

70,766 70,560 70,440 120

Year Ended December 31, 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.

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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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

common stock.

As of December 31, 2024, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

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

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

Promissory Note

In connection with the 2018 acquisition of GEODynamics, Inc., the Company issued a $ 25.0 million promissory note (the "GEO Note") that bore interest at 2.50 % per annum and was scheduled to mature on July 12, 2019.

Prior to settlement on July 1, 2022, the carrying amount of the GEO Note was $ 17.5 million, which was the Company’s then-current best estimate of what was owed after set-off for certain indemnification matters.

On July 1, 2022, the Company paid $ 10.0 million in cash and issued approximately 1.9 million shares of its common stock (having a market value of $ 10.3 million) to extinguish the GEO Note along with accrued interest of $ 2.2 million.

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 December 31, 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.

Operating Leases

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Total operating lease expense $ 10,795 $ 12,747 $ 13,333

During 2024, the Completion and Production Services and Downhole Technologies segments recognized non-cash operating lease asset impairment charges of $ 3.3 million and $ 0.5 million, respectively, associated with the closure of certain leased facilities.

For further discussion, see Note 4, “Asset Impairments and Other Charges and Credits.”

The Completion and Production Services and Downhole Technologies segments recognized non-cash operating lease asset impairment charges of $ 1.3 million and $ 1.0 million, respectively, in 2025 and $ 3.3 million and $ 0.5 million, respectively, in 2024 associated with the closure of certain leased facilities.

As a result of this assessment, the segment recognized non-cash impairment charges of $ 2.1 million related to operating lease assets.

OIL STATES INTERNATIONAL, INC.

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The following table provides the scheduled maturities of operating lease liabilities as of December 31, 2025 (in thousands):

Thereafter 1,329

Total lease payments 21,836

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Shares of common stock outstanding – December 31, 2025 80,539 20,883 59,656

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

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

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

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

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 year ended December 31, 2024, the Company purchased 2.8 million shares of common stock under the programs at a total cost of $ 14.2 million.

The amount remaining under the Company’s current share repurchase authorization as of December 31, 2024 was $ 41.3 million.

During the year ended December 31, 2025, the Company purchased 3.3 million shares of common stock under the program at a total cost of $ 16.6 million.

The amount remaining under the Company’s share repurchase authorization as of December 31, 2025 was $ 24.7 million.

OIL STATES INTERNATIONAL, INC.

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

Accumulated other comprehensive loss increased from $ 70.0 million at December 31, 2023 to $ 79.5 million at December 31, 2024.

Accumulated other comprehensive loss decreased from $ 79.5 million at December 31, 2024 to $ 66.3 million at December 31, 2025.

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

During the year ended December 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1 % and 22 %, respectively, compared to the U.S.

dollar, contributing to other comprehensive loss of $ 9.5 million.

During the year ended December 31, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7 % and 13 %, respectively, compared to the U.S.

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

During the year ended December 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1 % and 22 %, respectively, contributing to other comprehensive loss of $ 9.5 million.

Consolidated income (loss) before income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

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Total $ ( 102,532 ) $ ( 7,852 ) $ 15,824

The 2025 and 2024 U.S.

losses before income taxes included non-cash asset impairment charges of $ 121.1 million and $ 24.6 million, respectively.

Components of income tax provision for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

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A reconciliation of the U.S.

statutory income tax provision (benefit) to the total income tax provision for the years ended December 31, 2024, 2023 and 2022 is as follows:

statutory income tax benefit to the total income tax provision for the year ended December 31, 2025 is as follows:

federal statutory income tax benefit

$ ( 21,532 ) 21.0 %

statutory income tax provision (benefit) $ ( 1,649 ) $ 3,323 $ ( 853 )

Effect of cross-border tax laws

1,220 ( 1.2 ) %

foreign tax credits

1,641 ( 1.6 ) %

300 ( 0.3 ) %

Nontaxable or nondeductible items:

Non-deductible compensation 1,480 ( 1.4 ) %

Other 1,124 ( 1.1 ) %

Changes in valuation allowances against tax assets

21,702 ( 21.2 ) %

( 770 ) 0.8 %

State income taxes, net of federal benefits (1)

182 ( 0.2 ) %

Foreign tax effects:

United Kingdom 1,094 ( 1.1 ) %

Other foreign jurisdictions

404 ( 0.4 ) %

Total income tax provision $ 6,845 ( 6.7 ) %

____________________

(1) The primary drivers of state income taxes are current state taxes and return-to-accrual adjustments in Louisiana, Pennsylvania, and Texas.

A reconciliation of the U.S.

statutory income tax provision (benefit) to the total income tax provision for the years ended 2024 and 2023 is as follows:

federal statutory income tax provision (benefit) $ ( 1,649 ) $ 3,323

Impairment of goodwill

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Non-deductible compensation 1,449 1,390

( 516 ) 222 2,118

Total income tax provision $ 3,406 $ 2,933

Income taxes paid (net of refunds) by jurisdiction for the year ended December 31, 2025 are as follows (in thousands):

Louisiana 462

United Kingdom 2,881

Total foreign

Total taxes paid, net $ 7,087

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in thousands):

26 unchanged sentences

state NOL carryforwards as of December 31, 2025 totaling $ 144.2 million, of which $ 9.1 million were attributable to the acquired GEODynamics operations and subject to certain limitation provisions.

As of December 31, 2024, the Company had NOL carryforwards related to certain of its international operations totaling $ 27.9 million, of which $ 7.4 million can be carried forward indefinitely.

As of December 31, 2024 and 2023, the Company had recorded valuation allowances of $ 13.9 million and $ 17.7 million, respectively, primarily with respect to foreign and U.S.

As of December 31, 2025, the Company had NOL carryforwards related to certain of its international operations totaling $ 17.1 million, of which $ 6.1 million can be carried forward indefinitely and $ 11.0 million expire between 2026 and 2045.

As of December 31, 2025 and 2024, the Company had recorded valuation allowances of $ 12.7 million and $ 13.9 million, respectively, with respect to foreign and U.S.

state NOL carryforwards.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 and 2024, the Company’s foreign tax credit carryforwards totaled $ 0.7 million and $ 3.4 million, respectively.

4 unchanged sentences

research and development tax credit carryforwards totaled $ 3.5 million and $ 3.9 million, respectively, which will expire, if unused, between 2032 and 2045.

As of December 31, 2024, the Company had a valuation allowance of $ 2.0 million ( nil as of December 31, 2023) with respect to research and development tax credit carryforwards.

As of December 31, 2025 and 2024, the Company had recorded valuation allowances of $ 3.5 million and $ 2.0 million, respectively, with respect to research and development tax credit carryforwards.

As of December 31, 2025 and 2024, the Company had recorded valuation allowances against other U.S.

deferred tax assets of $ 25.7 million and $ 2.7 million, respectively.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company files tax returns in the jurisdictions in which they are required.

26 unchanged sentences

Diluted ( 1.86 ) ( 0.18 ) 0.20

The calculation of diluted net income (loss) per share for the years ended December 31, 2024, 2023 and 2022 excluded 88 thousand shares, 172 thousand shares and 277 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect.

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Long-Term Incentive Compensation

3 unchanged sentences

Stock-based compensation expense recognized during the years ended December 31, 2025, 2024 and 2023 totaled $ 7.7 million, $ 8.7 million and $ 7.0 million, respectively.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Awards

10 unchanged sentences

Granted 1,573 5.32 297 5.31 1,870

Performance adjustment (1)

Performance-based reduction (1)

— — ( 29 ) 9.11 ( 29 )

3 unchanged sentences

____________________

(1) Reflects an adjustment to the number of shares issuable upon vesting of the 2022 performance-based stock awards.

(1) Reflects a reduction in the number of shares issuable upon vesting of the 2023 performance-based stock awards, based on achievement level earned.

The total fair value of restricted stock awards that vested in 2025, 2024 and 2023 was $ 5.4 million, $ 4.9 million and $ 4.7 million, respectively.

2 unchanged sentences

Long-Term Cash Incentive Awards

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

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

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

The ultimate dollar amount to be awarded for each annual grant ranges from zero to a maximum of $ 3.1 million, but is limited to the targeted award value if the Company’s total stockholder return is negative over the respective performance period.

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

Obligations related to these Cash Awards are classified as liabilities and recognized over the vesting period.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Retirement Plans

2 unchanged sentences

Participation in these plans is available to substantially all employees.

Effective January 1, 2022, the Company resumed matching contributions to the Company’s 401(k) Plan and Deferred Compensation Plan (defined below) – which were suspended in 2020 in response to the significant decline in industry activity levels due to the COVID-19 pandemic.

The Company recognized expenses of $ 5.7 million, $ 6.3 million and $ 7.0 million primarily related to matching contributions under its various defined contribution plans during the years ended December 31, 2025, 2024 and 2023, respectively.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Compensation Plan

6 unchanged sentences

Distributions from the Deferred Compensation Plan are made in cash based upon the participants’ specific deferral payment elections.

As of December 31, 2024, Trust assets and amounts payable to plan participants totaled $ 18.2 million, which are classified as “other noncurrent assets” and “other noncurrent liabilities” in the Company’s consolidated balance sheet.

As of December 31, 2025, Trust assets totaled $ 22.6 million and amounts payable to plan participants totaled $ 23.8 million, which are classified as “other noncurrent assets” and “other noncurrent liabilities,” respectively, in the Company’s consolidated balance sheet.

The fair value of the investments held by the Trust was based on quoted market prices in active markets (a Level 1 fair value measurement).

10 unchanged sentences

In this segment, operations primarily include completion-focused equipment and services and, to a much lesser extent, land drilling services in the United States (prior to the sale of its remaining drilling rigs in August 2024).

The segment provides solutions to its customers using its completion tools and highly-trained personnel throughout its service offerings which include wireline support, frac stacks, isolation tools, downhole and extended reach activity, and well testing and flowback operations (prior to the exit of the services offering in the third quarter of 2024).

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The segment provides solutions to its customers using its completion tools and highly-trained personnel throughout its service offerings which include wireline support, frac stacks, isolation tools, downhole and extended reach activity, isolation tools (prior to the exit of the service offering in the fourth quarter of 2025) and well testing and flowback operations (prior to the exit of the services offering in the third quarter of 2024).

The Downhole Technologies segment primarily provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations.

1 unchanged sentence

Corporate information includes corporate expenses, such as those related to corporate governance, stock-based compensation and other infrastructure support, as well as impacts from corporate-wide decisions for which individual operating units are not evaluated.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial information by operating segment for each of the three years ended December 31, 2025, 2024 and 2023, is summarized in the following tables (in thousands):

9 unchanged sentences

Depreciation and amortization expense 15,210 16,756 15,047 426 47,439

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

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

Impairments of operating lease assets — 3,280 487 — 3,767

Long-lived and other asset impairments (5)

— 1,307 91,939 7,075 100,321

Other operating (income) loss, net

8 unchanged sentences

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

(2) Operating loss included $ 24.3 million of asset impairment, facility consolidation and exit, patent defense and other charges

(2) Operating income included $ 10.8 million of asset impairment, facility consolidation and exit, and other charges.

(3) Operating loss included $ 113.0 million of asset impairment and other charges.

(4) Operating loss included a net gain of $ 15.3 million associated with the sale of a previously idled facility.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) Operating loss included $ 7.4 million of asset impairment and other charges.

(5) See Note 3 “Asset Impairments and Other Charges and Credits” for further discussion of these and other charges.

Year Ended December 31, 2024

2 unchanged sentences

Downhole Technologies (3)

Corporate (4)

$ 397,900 $ 163,902 $ 130,786 $ — $ 692,588

3 unchanged sentences

Depreciation and amortization expense 15,205 22,143 16,808 552 54,708

Long-lived and other asset impairments (5)

— 14,067 10,487 — 24,554

Other operating (income) loss, net

8 unchanged sentences

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

(2) Operating income included $ 0.6 million in costs associated with the defense of certain patents.

(3) Operating loss included $ 3.2 million in provisions for excess and obsolete inventories.

(2) Operating loss included $ 24.3 million of asset impairment, facility consolidation and exit, patent defense and other charges.

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

(4) Operating loss included a net gain of $ 15.3 million associated with the sale of a previously idled facility.

(5) See Note 3 “Asset Impairments and Other Charges and Credits” for further discussion of these and other charges.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2023

15 unchanged sentences

________________

(1) Operating income included a $ 6.1 million gain on settlement of outstanding litigation.

See Note 4, “Asset Impairments and Other Charges and Credits,” Note 5, “Details of Selected Balance Sheet Accounts,” and Note 8, “Operating Leases” for further discussion of these and other charges and benefits.

(1) Operating income included $ 2.5 million of facility consolidation and other charges.

(2) Operating income included $ 0.6 million in costs associated with the defense of certain patents.

(3) Operating loss included $ 3.2 million in provisions for excess and obsolete inventories.

See Note 2, “Summary of Significant Accounting Policies,” Note 3, “Asset Impairments and Other Charges and Credits,” Note 4, “Details of Selected Balance Sheet Accounts,” and Note 7, “Operating Leases” for further discussion of these and other charges and benefits.

No customer individually accounted for greater than 10% of the Company’s 2025, 2024 or 2023 consolidated revenues or individually accounted for greater than 10% of the Company’s consolidated accounts receivable as of December 31, 2025.

1 unchanged sentence

While substantially all depreciation and amortization expense for the Offshore Manufactured Products segment relates to cost of revenues, it does not segregate or capture depreciation or amortization expense between product and service cost.

For the Downhole Technologies segment, substantially all depreciation and amortization expense relates to cost of products while substantially all depreciation and amortization expense for the Completion and Production Services segment

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

relates to cost of services.

Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein.

9 unchanged sentences

Military and other products 40,454 41,127 33,889 — — — — — —

Products — — — — — — 128,571 149,581 162,161

Services — — — 163,902 242,633 231,189 2,215 8,358 21,986

Total short-cycle — — — 163,902 242,633 231,189 130,786 157,939 184,147

Short-cycle products and services — — — 114,548 163,902 242,633 123,347 130,786 157,939

$ 431,093 $ 397,900 $ 381,711 $ 114,548 $ 163,902 $ 242,633 $ 123,347 $ 130,786 $ 157,939

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial information by geographic location for the years ended December 31, 2025, 2024 and 2023, is summarized below (in thousands).

11 unchanged sentences

Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Valuation Allowances

16 unchanged sentences

36,749 ( 2,010 ) ( 5,020 ) ( 81 ) 29,638

________________

(1) As further discussed in Note 9, “Income Taxes,” the $ 1.3 million reduction in the valuation allowance on deferred tax assets in 2025 was primarily attributable to reductions in other deferred tax assets and the expiration of foreign tax credits.

(2) As further discussed in Note 9, “Income Taxes,” the $ 8.0 million reduction in the valuation allowance on deferred tax assets in 2024 was primarily attributable to the expiration of foreign tax credit carryforwards as well as reductions in other deferred tax assets.

(2) As further discussed in Note 10, “Income Taxes,” the $ 5.0 million reduction in the valuation allowance on deferred tax assets was attributable to the expiration of foreign tax credit carryforwards in 2023.

(3) As further discussed in Note 9, “Income Taxes,” the $ 5.0 million reduction in the valuation allowance on deferred tax assets in 2023 was primarily attributable to the expiration of foreign tax credit carryforwards.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Event

On January 28, 2026, the Company entered into an amended and restated credit agreement (the “Cash Flow Credit Agreement”) among the Company, Wells Fargo Bank, National Association as administrative agent and the lenders and other financial institutions from time to time party thereto.

The Cash Flow Credit Agreement amends and restates in its entirety the ABL Agreement discussed in Note 6, “Long-term Debt.” The Cash Flow Credit Agreement provides for credit facilities with total commitments of $ 125.0 million, consisting of a $ 75.0 million revolving credit facility (including a $ 40.0 million sub-limit for the issuance of letters of credit) and a $ 50.0 million multi-draw term loan facility, which is available through July 28, 2026, with each credit facility maturing on January 28, 2030.

Commitments under the Revolving Credit Facility may be increased, at the Company’s option and under certain conditions, by up to an additional $ 50.0 million in the aggregate.

As of February 20, 2026, the Company had no borrowings outstanding under the Cash Flow Credit Agreement and $ 12.1 million of outstanding letters of credit, leaving $ 112.9 million available to be drawn.

Borrowings under the Cash Flow Credit Agreement bear interest at a rate equal to Term SOFR plus a margin of 2.50 % to 3.50 %, or at a base rate plus a margin of 1.50 % to 2.50 %, in each case based on total net leverage ratio (as defined below).

The Company must also pay a commitment fee of 0.375 % to 0.500 % per annum on unused commitments under the Cash Flow Credit Facilities based on the Consolidated Total Net Leverage Ratio (as defined in the Cash Flow Credit Agreement).

The Cash Flow Credit Agreement contains customary financial covenants and restrictions.

Specifically, the Company must maintain an interest coverage ratio, defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the Cash Flow Credit Agreement), of not less than 3.00 to 1.00 and a total net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no more than 2.50 to 1.00, provided that under certain circumstances that maintenance requirement shall be for a total net leverage ratio of no more than 3.25 to 1.00, subject to the Company being required to satisfy and maintain a senior secured net leverage ratio, defined as the ratio of senior secured net debt to Consolidated EBITDA, of no more than 2.00 to 1.00.

Each of the factors considered in the calculation of these ratios are defined in the Cash Flow Credit Agreement.

Consolidated EBITDA and Consolidated Interest Expense, as defined in the Cash Flow Credit Agreement, exclude goodwill, intangible and fixed asset impairments, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges.

Borrowings under the Cash Flow Credit Agreement are secured by a pledge of substantially all of the Company’s and the guarantors’ assets located in the United States and the stock of certain foreign subsidiaries.

The Cash Flow Credit Agreement also contains negative covenants that limit the Company’s ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions.

Under the Cash Flow Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facility and cause it to become immediately due and payable in full.

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-K

Item 9A. Controls and Procedures