Item 3. Legal Proceedings
Item 3. Legal Proceedings
Information regarding legal proceedings is set forth in Note 14, “Commitments and Contingencies,” of the Consolidated Financial Statements included in this Annual Report on Form 10‑K and is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
• Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Information
Our authorized common stock consists of 200,000,000 shares of common stock. There were 60,206,305 shares of common stock outstanding as of February 20, 2026. The approximate number of record holders of our common stock as of February 20, 2026 was 150. Our common stock is traded on the New York Stock Exchange (“NYSE”) and NYSE Texas under the ticker symbol “OIS”.
We have not declared or paid any cash dividends on our common stock since our initial public offering in 2001 and, while permitted, our Cash Flow Credit Agreement limits the payment of dividends. For additional discussion of such restrictions, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board considers relevant.
Performance Graph
The following graph and table compare the cumulative five-year total stockholder return on our common stock relative to the cumulative total returns of the Standard & Poor’s 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of our peer group, and a customized peer group of twelve companies, with the individual companies listed in footnote (1) below, respectively for the period from December 31, 2020 to December 31, 2025. The graph and chart show the value at the dates indicated of $100 invested as of December 31, 2020 and assume the reinvestment of all dividends. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Oil States International, Inc., the S&P 500 Index,
the PHLX Oil Service Sector Index, our Peer Group (1)
2020 2021 2022 2023 2024 2025
Oil States International, Inc. $ 100.00 $ 99.00 $ 148.61 $ 135.26 $ 100.80 $ 134.86
Peer Group (1)
$ 100.00 $ 105.25 $ 150.24 $ 162.20 $ 181.63 $ 196.02
PHLX Oil Service Sector $ 100.00 $ 120.74 $ 194.98 $ 198.71 $ 175.53 $ 181.73
S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16
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(1) The twelve companies included in our customized peer group (“Peer Group”) are: Archrock, Inc., Core Laboratories N.V., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Innovex International, Inc., (Dril-Quip, Inc., prior to merger), NPK International, Inc. (formerly Newpark Resources, Inc.), Oceaneering International, Inc., ProPetro Holding Corp., RPC, Inc., Select Water Solutions, Inc. (formerly Select Energy Services, Inc.), and TETRA Technologies, Inc.
Information used in the graph and table was obtained from Research Data Group, Inc., a source believed to be reliable, but we are not responsible for any errors or omissions in such information. Used with permission.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
Period Total Number of Shares Purchased (1)
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1 through October 31, 2025
— $ — — $ 25,119,827
November 1 through November 30, 2025
67,944 6.15 67,944 24,697,477
December 1 through December 31, 2025
— — — 24,697,602
Total 67,944 $ 6.15 67,944
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(1) Average price paid per share excludes the impact of excise taxes.
(2) In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 2026. As of December 31, 2025, $25.3 million of share repurchases have been made under this authorization.
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Item 6. [Reserved]