What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-10-31 · 148 added, 323 removed, 383 unchanged (55% of the section changed)

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

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

2025 2024 2025 2024

Three Months Ended March 31,

Products $ 92,580 $ 100,551

7 unchanged sentences

Depreciation and amortization expense 8,189 12,025

Impairment of goodwill — — — 10,000

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

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

Other operating (income) expense, net ( 1,098 ) ( 955 ) ( 5,479 ) 76

Impairment of assets held for sale

Other operating income, net ( 101 ) ( 2,933 )

141,085 154,299

Operating income (loss) 4,748 ( 11,041 ) 15,664 ( 20,173 )

Operating income 4,278 5,639

Interest expense, net ( 1,175 ) ( 1,578 )

Other income, net 148 138

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

Income before income taxes 3,251 4,199

Income tax provision ( 2,143 ) ( 1,041 )

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

Net income (loss) per share:

Net income $ 1,108 $ 3,158

Net income per share:

Basic $ 0.02 $ 0.05

8 unchanged sentences

(In Thousands)

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

2025 2024 2025 2024

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

Three Months Ended March 31,

Net income $ 1,108 $ 3,158

Other comprehensive income (loss):

6 unchanged sentences

(In Thousands, Except Share Amounts)

September 30,

2026 December 31, 2025

3 unchanged sentences

Inventories, net 195,670 183,409

Assets held for sale 17,176 17,350

Prepaid expenses and other current assets 21,223 22,173

34 unchanged sentences

(In Thousands)

Three Months Ended September 30, 2025 Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

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

Net income — — 1,900 — — 1,900

Currency translation adjustments (excluding intercompany advances) — — — ( 2,661 ) — ( 2,661 )

Currency translation adjustments on intercompany advances — — — 1,361 — 1,361

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

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

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

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

Nine Months Ended September 30, 2025 Common

Three Months Ended March 31, 2026 Common

Stock Additional

9 unchanged sentences

Stock-based compensation expense 10 1,817 — — — 1,827

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

Surrender of stock to settle taxes on stock awards — — — — ( 3,952 ) ( 3,952 )

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

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

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

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

Net loss — — ( 14,349 ) — — ( 14,349 )

Currency translation adjustments (excluding intercompany advances) — — — 6,568 — 6,568

Currency translation adjustments on intercompany advances — — — 2,999 — 2,999

Stock-based compensation expense — 2,352 — — — 2,352

Stock repurchases — — — — — —

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

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

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

Balance, March 31, 2026 $ 815 $ 1,147,459 $ 165,391 $ ( 67,482 ) $ ( 675,227 ) $ 570,956

Three Months Ended March 31, 2025 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

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

Net loss — — ( 26,422 ) — — ( 26,422 )

Net income — — 3,158 — — 3,158

Currency translation adjustments (excluding intercompany advances) — — — 3,336 — 3,336

1 unchanged sentence

Stock-based compensation expense 19 1,819 — — — 1,838

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

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

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

Stock repurchases — — — — ( 5,346 ) ( 5,346 )

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

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

3 unchanged sentences

(In Thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

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

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

$ 1,108 $ 3,158

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

Depreciation and amortization expense 8,189 12,025

Impairment of goodwill — 10,000

Impairments of intangible assets — 10,787

Impairments of operating lease assets 1,358 2,579

Impairments of assets held for sale

Stock-based compensation expense 1,827 1,838

2 unchanged sentences

Gains on disposals of assets ( 344 ) ( 2,189 )

Net gains on extinguishment of 4.75 % convertible senior notes

( 375 ) ( 515 )

Other, net ( 1,461 ) ( 442 )

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

Changes in operating assets and liabilities:

Accounts receivable 14,549 12,382

3 unchanged sentences

Other operating assets and liabilities, net 1,626 ( 5,233 )

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

Net cash flows provided by (used in) operating activities ( 1,885 ) 9,295

Cash flows from investing activities:

7 unchanged sentences

Revolving credit facility repayments ( 83 ) ( 170 )

Purchases of 4.75 % convertible senior notes

( 20,269 ) ( 10,846 )

Other debt and finance lease repayments, net ( 179 ) ( 171 )

22 unchanged sentences

The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements.

Examples of such estimates include, but are not limited to, goodwill, long-lived and other asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements.

Actual results could materially differ from those estimates.

1 unchanged sentence

Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Asset Impairments and Other Charges and Credits

Asset Impairments and Other Charges

Management has implemented certain cost reduction actions including:

1 unchanged sentence

the exit of certain service offerings;

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

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

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

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

and reductions in the Company’s workforce in the United States.

As a result of these events, actions and assessments, the Company recorded the following charges during the three months ended March 31, 2026 and 2025 (in thousands):

Offshore Manufactured Products

1 unchanged sentence

Downhole Technologies Corporate Total

Three Months Ended September 30, 2025

Impairments of operating lease assets

Three Months Ended March 31, 2026

Impairment of assets held for sale

$ — $ — $ — $ 1,384 $ 1,384

Facility consolidation and exit, and other charges

Facility consolidation, exit and other charges

192 — — 2,496 2,688

Losses (gains) on extinguishment of debt

Pre-tax totals

2 unchanged sentences

After-tax total

Nine Months Ended September 30, 2025

Impairments of operating lease assets

$ — $ 403 $ 955 $ — $ 1,358

Facility consolidation and exit, and other charges

848 5,393 252 298 6,791

Losses (gains) on extinguishment of debt

Three Months Ended March 31, 2025

Facility consolidation, exit and other charges

$ — $ 930 $ — $ — $ 930

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total

Three Months Ended September 30, 2024

Impairments of:

$ — $ — $ — $ — $ —

Intangible assets — 10,787 — — 10,787

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

Facility consolidation and exit, and other charges

354 2,982 123 34 3,493

Patent defense costs — 1,347 — — 1,347

Gains on extinguishment of debt — — — — —

Pre-tax totals

$ 354 $ 17,208 $ 610 $ 34 18,206

Income tax benefit

After-tax total $ 17,045

Nine Months Ended September 30, 2024

Impairments of:

$ — $ — $ 10,000 $ — $ 10,000

Intangible assets — 10,787 — — 10,787

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

Facility consolidation and exit, and other charges

3,364 5,583 123 34 9,104

Patent defense costs — 2,671 — — 2,671

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

Pre-tax totals

$ 3,364 21,133 10,610 $ ( 481 ) 34,626

Income tax benefit

After-tax total $ 31,636

The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $ 70.5 million and $ 69.7 million, respectively, as of September 30, 2025 and December 31, 2024.

The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $ 70.3 million and $ 70.5 million, respectively, as of March 31, 2026 and December 31, 2025.

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

If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

Management uses a combination of valuation methodologies including the income approach and guideline public company comparables.

The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements).

The income approach estimates fair value by discounting the Company’s forecasts of 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 include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data.

These estimates rely upon significant management judgment.

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.

In connection with this realignment, goodwill of $ 10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values.

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

Long-Lived Tangible and Intangible Assets

An assessment for impairment of long-lived tangible and intangible assets is conducted when an event occurs or circumstances change that indicate that the carrying value of long-lived tangible and intangible assets may not be recoverable.

In response to further reductions in customer activity in the United States during the third quarter of 2024, management made strategic decisions to exit its underperforming flowback and well testing service offering and sell the related equipment and inventory.

Management also decided to exit six leased facilities.

As a result of these events and actions, in the third quarter of 2024, the Company recorded non-cash intangible asset (customer relationships and tradenames) impairment charges of $ 10.8 million associated with the exit of this service offering and operating lease impairments of $ 2.6 million related to facility closures.

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

land-based operations.

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

During the first quarter of 2026, management made a decision to exit an additional U.S.

land-based service line within the Completion and Production Services segment and market the related equipment.

These assets 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 $ 1.4 million within Corporate operations.

Details of Selected Balance Sheet Accounts

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

September 30,

Additional information regarding selected balance sheet accounts as of March 31, 2026 and December 31, 2025 is presented below (in thousands):

2026 December 31,

8 unchanged sentences

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

September 30,

2026 December 31,

Deferred revenue (contract liabilities) $ 92,759 $ 97,195

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

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

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

As of March 31, 2026, accounts receivable, net in the United States, the United Kingdom and Singapore represented 57 %, 13 % 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 March 31, 2026.

For the three months ended March 31, 2026, the $ 5.6 million net decrease in contract assets was primarily attributable to $ 21.8 million transferred to accounts receivable, which was partially offset by $ 18.2 million in revenue recognized during the period.

Deferred revenue (contract liabilities) decreased by $ 4.4 million in the first three months of 2026, reflecting the recognition of $ 14.2 million of revenue that was deferred at the beginning of the period, partially offset by $ 9.9 million in new customer billings which were not recognized as revenue during the period.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Nine Months Ended September 30,

The following provides a summary of activity in the allowance for doubtful accounts for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Allowance for doubtful accounts – January 1 $ 2,790 $ 2,614

1 unchanged sentence

Write-offs ( 502 ) ( 12 )

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

September 30,

Other ( 1 ) 2

Allowance for doubtful accounts – March 31 $ 2,401 $ 2,771

2026 December 31,

3 unchanged sentences

Raw materials

101,169 95,691

Total inventories 225,718 213,544

Allowance for excess or obsolete inventory ( 34,571 ) ( 38,974 )

Allowance for excess or obsolete inventories

( 30,048 ) ( 30,135 )

September 30,

$ 195,670 $ 183,409

2026 December 31,

3 unchanged sentences

$ 238,685 $ 244,382

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

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

September 30, 2025 December 31, 2024

As further discussed in Note 2, “Asset Impairments and Other Charges,” certain equipment in the Completion and Production Services segment was reclassified to Corporate assets held for sale during the first quarter of 2026.

For the three months ended March 31, 2026 and 2025, depreciation expense was $ 6.8 million and $ 8.3 million, respectively.

March 31, 2026 December 31, 2025

Amount Accumulated

7 unchanged sentences

$ 239,709 $ 209,715 $ 29,994 $ 239,824 $ 208,369 $ 31,455

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

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

For the three months ended March 31, 2026 and 2025, amortization expense was $ 1.4 million and $ 3.8 million, respectively.

During the fourth quarter of 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 reduced the carrying values of customer relationships by $ 44.7 million, patents/technology/know-how by $ 19.3 million and tradenames by $ 16.2 million.

Following these fourth quarter 2025 impairments, amortization expense associated with these intangible assets in 2026 decreased from 2025 levels.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30,

2026 December 31,

5 unchanged sentences

$ 29,473 $ 29,048

September 30,

2026 December 31,

8 unchanged sentences

Long-term Debt

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

September 30,

As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

2026 December 31,

Revolving credit facility (1)

Term loan facility (1)

2026 Notes (2)

5 unchanged sentences

____________________

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

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

Revolving Credit Facility

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

The ABL Facility is governed by a credit agreement (amended on July 28, 2025 by that certain Fifth Amendment to Credit Agreement and First Amendment to the Guaranty and Security Agreement), with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (as amended, the “ABL Agreement”).

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

(1) Unamortized deferred financing costs of $ 2.2 million and $ 1.0 million as of March 31, 2026 and December 31, 2025, respectively, are presented in other noncurrent assets.

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

Credit Agreements

Cash Flow Credit Agreement

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 replaced the Company’s existing ABL Agreement (discussed below).

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.

Borrowings under the Cash Flow Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“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 a ratio of the Company's total net funded debt to Consolidated EBITDA (as defined in the Cash Flow Credit Agreement).

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

customer accounts receivable and inventory and, effective July 28, 2025, provides for aggregate lender commitments of $ 100.0 million, including a $ 25.0 million sub-limit for the issuance of letters of credit.

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

Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) (subject to a floor rate of 0 %) plus, effective July 28, 2025, a margin of 2.25 % to 2.75 %, or at a base rate plus a margin of 1.25 % to 1.75 %, in each case based on average borrowing availability.

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

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

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

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

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

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

Principal Amount Carrying Value of Liability Cash Paid Non-cash

Pre-tax Gains (Losses) Recognized

Three Months Ended September 30, 2025

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

Nine Months Ended September 30, 2025

20,750 20,644 20,269 375

Nine Months Ended September 30, 2024

11,500 11,361 10,846 515

The outstanding 2026 Notes bear interest at a rate of 4.75 % per year and will mature on April 1, 2026, unless earlier repurchased, redeemed or converted.

Interest is payable semi-annually in arrears on April 1 and October 1 of each year.

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

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

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

The Company’s intent is to repay the principal amount of the 2026 Notes in cash and settle the conversion feature (if any) in shares of the Company’s common stock.

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

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

must also pay a commitment fee of 0.375 % to 0.500 % per annum on unused commitments under the Cash Flow Credit Agreement based on the Company's ratio of total net funded debt to Consolidated EBITDA.

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 at least 3.0 to 1.0 and a total net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 2.5 to 1.0, provided that under certain circumstances that maintenance requirement shall be for a total net leverage ratio of no more than 3.25 to 1.0, 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 2.0 to 1.0.

The various components used 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 facilities and cause them to become immediately due and payable in full.

As of March 31, 2026, the Company had no borrowings outstanding under the Cash Flow Credit Agreement and $ 12.7 million of outstanding letters of credit, leaving $ 112.3 million available to be drawn.

ABL Agreement

Through January 28, 2026, the Company had a senior secured credit agreement (the “ABL Agreement”), which provided for an asset-based revolving credit facility.

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

customer accounts receivable and inventory and was scheduled to mature on February 16, 2028.

Borrowings under the ABL Agreement bore interest at a rate equal to the 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 Company issued $ 135.0 million aggregate principal amount of its 4.75 % convertible senior notes due April 1, 2026 (the “2026 Notes) pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between the Company and Computershare Trust Company, National Association, as successor trustee.

As of March 31, 2026, $ 52.7 million principal amount of the 2026 Notes remained outstanding.

The outstanding 2026 Notes bore interest at a rate of 4.75 % per year and matured on April 1, 2026.

Interest was payable semi-annually in arrears on April 1 and October 1 of each year.

The conversion rate was 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).

On April 1, 2026, the Company retired the outstanding $ 52.7 million principal amount of the 2026 Notes, with a combination of:

$ 25.5 million of cash on-hand;

borrowings of $ 25.0 million under the revolving credit facility;

and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $ 5.9 million).

During the first quarter of 2026, substantially all holders of the outstanding 2026 Notes elected to convert the instruments into shares of the Company’s common stock at maturity.

As a result of these conversion elections, the Company will recognize a pre-tax loss of $ 3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

OIL STATES INTERNATIONAL, INC.

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

The estimated fair value of the 2026 Notes as of September 30, 2025 based on quoted market prices (a Level 2 fair value measurement), was comparable to the principal amount of $ 102.8 million.

The estimated fair value of the 2026 Notes as of March 31, 2026 (based on the April 1, 2026 settlement discussed above in accordance with the terms of the 2026 Indenture) was $ 56.3 million, compared to the principal amount of $ 52.7 million.

Stockholders’ Equity

Common and Preferred Stock

The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first nine months of 2025 (in thousands):

The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first three months of 2026 (in thousands):

Shares of common stock outstanding – December 31, 2025 59,656

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Shares withheld for taxes on vesting of stock awards ( 370 )

Purchases of treasury stock ( 3,241 )

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

As of September 30, 2025 and December 31, 2024, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding.

In October 2024, the Company’s Board of Directors terminated the Company’s existing common stock repurchase program and replaced it with a new $ 50.0 million authorization for the repurchase of the Company’s common stock, par value $ 0.01 per share, through October 2026.

Shares of common stock outstanding – March 31, 2026 60,204

As of March 31, 2026 and December 31, 2025, 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 authorized $ 50.0 million for repurchases 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 nine months ended September 30, 2025, the Company purchased 3.2 million shares of common stock under the program at a total cost of $ 16.2 million.

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

The amount remaining under the Company’s share repurchase authorization as of March 31, 2026 was $ 24.7 million.

Accumulated Other Comprehensive Loss

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

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

For the three and nine months ended September 30, 2025 and 2024, currency translation adjustments recognized as a component of other comprehensive income were primarily attributable to the United Kingdom and Brazil.

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

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

During the nine months ended September 30, 2024, the exchange rates for the British pound strengthened by 5 % compared to the U.S.

dollar, while the Brazilian real weakened by 11 %, contributing to other comprehensive income of $ 3.4 million.

Income tax provision for the three and nine months ended September 30, 2025 and 2024 was calculated using a discrete approach.

Accumulated other comprehensive loss increased from $ 66.3 million at December 31, 2025 to $ 67.5 million at March 31, 2026.

For the three months ended March 31, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the three months ended March 31, 2026, the exchange rate for the British pound weakened by 2 % compared to the U.S.

dollar, while the Brazilian real strengthened by 5 %, contributing to other comprehensive loss of $ 1.2 million.

During the three months ended March 31, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 3 % and 8 %, respectively, contributing to other comprehensive income of $ 5.5 million.

Income tax provision for the three months ended March 31, 2026 and 2025 was calculated using a discrete approach.

This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate.

For the three months ended March 31, 2026, the Company’s income tax expense was $ 2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 3.3 million.

This compares to an income tax expense of $ 1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $ 4.2 million for the three months ended March 31, 2025.

OIL STATES INTERNATIONAL, INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

This compares to an income tax expense of $ 1.6 million, which included the impact of a goodwill impairment charge, other non-deductible expenses and adjustments to valuation allowances recorded against deferred tax assets, on a pre-tax loss of $ 24.8 million for the nine months ended September 30, 2024.

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

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

These include, among others:

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

the immediate deduction of domestic research and development expenditures;

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

The Company does not expect that these new laws and regulations will have a material impact on its consolidated financial position or results of operations.

Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Net income $ 1,108 $ 3,158

Income attributable to unvested restricted stock awards ( 38 ) ( 114 )

Numerator for basic net income (loss) per share 1,831 ( 14,349 ) 7,588 ( 26,422 )

Numerator for basic net income per share 1,070 3,044

Effect of dilutive securities:

Unvested restricted stock awards — —

Numerator for diluted net income (loss) per share $ 1,831 $ ( 14,349 ) $ 7,588 $ ( 26,422 )

Numerator for diluted net income per share $ 1,070 $ 3,044

Denominators:

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Weighted average number of unvested restricted stock awards outstanding ( 2,119 ) ( 1,882 )

Denominator for basic net income (loss) per share 57,946 62,084 59,089 62,357

Denominator for basic net income per share 57,785 60,167

Effect of dilutive securities:

Shares issuable upon conversion of 2026 Notes

Performance share units 125 —

Denominator for diluted net income (loss) per share 58,016 62,084 59,144 62,357

Net income (loss) per share:

Denominator for diluted net income per share 58,439 60,167

Net income per share:

Basic $ 0.02 $ 0.05

Diluted 0.02 0.05

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three months ended March 31, 2025 due to, among other factors, the Company’s share price.

Long-Term Incentive Compensation

The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the nine months ended September 30, 2025 (in thousands):

The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the three months ended March 31, 2026 (in thousands):

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

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Forfeited ( 10 ) —

Outstanding – September 30, 2025 2,191 863

Outstanding – March 31, 2026 2,077 838

Weighted average grant date fair value (2026 awards) $ 10.00 $ 10.00

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

Service-based stock unit awards ( 180 thousand outstanding as of September 30, 2025) vest over one year , with the underlying shares issued at a specified future date.

Service-based stock unit awards ( 180 thousand outstanding as of March 31, 2026) vest over one year , with the underlying shares issued at a specified future date.

Performance-based stock unit awards vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted.

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If the actual performance falls below the threshold performance level, no shares will vest.

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

The Company issued conditional long-term cash incentive awards (“Cash Awards”) with targeted values of $ 1.4 million in the first quarters of 2026 and 2025.

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

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

The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $ 2.9 million, limited to their targeted value if the Company’s total stockholder return were to be negative over the performance period.

Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

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

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

As of September 30, 2025, there was $ 10.8 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock-based compensation expense recognized during the three months ended March 31, 2026 and 2025 totaled $ 1.8 million and $ 1.8 million, respectively.

As of March 31, 2026, there was $ 15.6 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

Segments and Related Information

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

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

Three Months Ended September 30, 2025

Financial information by operating segment as of and for the three months ended March 31, 2026 and 2025 is summarized in the following tables (in thousands).

Three Months Ended March 31, 2026

Offshore Manufactured Products

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Depreciation and amortization expense 3,940 2,517 1,539 193 8,189

Impairments of operating lease assets — — — — —

Other operating (income) loss, net 347 ( 1,345 ) ( 100 ) — ( 1,098 )

Impairment of assets held for sale

— — — 1,384 1,384

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

Capital expenditures $ 4,615 $ 3,763 $ 180 $ 148 $ 8,706

Other operating (income) expense, net

( 1,068 ) ( 1,625 ) ( 1 ) 2,593 ( 101 )

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

(2) Operating income included $ 2.7 million of facility exit and other charges.

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

Nine Months Ended September 30, 2025

Offshore Manufactured Products (1)

Completion and Production Services (2)

Downhole Technologies (3)

Corporate (4)

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

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 220,453 72,909 83,301 — 376,663

Selling, general and administrative expense 26,595 5,435 5,814 28,423 66,267

Depreciation and amortization expense 11,269 12,444 12,012 326 36,051

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

Other operating (income) loss, net 624 ( 6,051 ) ( 52 ) — ( 5,479 )

77,007 18,008 32,891 13,179 141,085

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Capital expenditures $ 1,767 $ 2,126 $ 320 $ 14 $ 4,227

Total assets (as of September 30, 2025)

Total assets (as of March 31, 2026)

521,175 96,707 152,326 91,948 862,156

________________

(1) Operating income included charges of $ 0.8 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

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

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

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

(1) Operating loss included $ 2.5 million of facility exit charges (within other operating expense) associated with assets held for sale.

OIL STATES INTERNATIONAL, INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2024

Offshore Manufactured Products (1)

Completion and Production Services (2)

Downhole Technologies (3)

Corporate Total

Three Months Ended March 31, 2025

Offshore Manufactured Products Completion and Production Services (1)

Downhole Technologies Corporate Total

Revenues $ 92,596 $ 34,519 $ 32,823 $ — $ 159,938

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Depreciation and amortization expense 3,608 4,272 4,029 116 12,025

Impairment of goodwill — — — — —

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

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

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

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

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

Capital expenditures $ 3,074 $ 4,084 $ 270 $ — $ 7,428

Impairment of assets held for sale

Other operating (income) expense, net

( 838 ) ( 2,157 ) 62 — ( 2,933 )

(1) Operating income included $ 0.4 million of facility consolidation and other charges.

(2) Operating loss included $ 17.2 million of asset impairment, facility consolidation and exit, patent defense and other charges.

(3) Operating loss included $ 0.6 million of asset impairment and other charges.

Nine Months Ended September 30, 2024

Offshore Manufactured Products (1)

Completion and Production Services (2)

Downhole Technologies (3)

Corporate Total

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

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 206,231 114,255 90,087 — 410,573

Selling, general and administrative expense 27,455 9,010 7,245 27,913 71,623

Depreciation and amortization expense 11,571 17,875 12,646 436 42,528

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

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

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

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

78,320 31,016 34,947 10,016 154,299

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Capital expenditures $ 4,823 $ 3,525 $ 791 $ 19 $ 9,158

Total assets (as of September 30, 2024)

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

________________

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

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

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

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Offshore Manufactured Products Completion and Production Services Downhole Technologies Total

Total assets (as of March 31, 2025)

506,530 147,665 268,139 68,401 990,735

Three Months Ended September 30

Project-driven:

Products $ 67,729 $ 58,164 $ — $ — $ — $ — $ 67,729 $ 58,164

Services 30,172 32,754 — — — — 30,172 32,754

Total project-driven 97,901 90,918 — — — — 97,901 90,918

Military and other products 10,726 11,316 — — — — 10,726 11,316

Short-cycle products and services — — 27,525 40,099 29,028 32,015 56,553 72,114

________________

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

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2026 and 2025 (in thousands):

Offshore Manufactured Products Completion and Production Services Downhole Technologies Total

2026 2025 2026 2025 2026 2025 2026 2025

Nine Months Ended September 30

Three Months Ended March 31

Project-driven:

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$ 91,419 $ 92,596 $ 21,498 $ 34,519 $ 32,446 $ 32,823 $ 145,363 $ 159,938

Revenues from products and services transferred to customers over time accounted for approximately 63 % and 67 % of consolidated revenues for the nine months ended September 30, 2025 and 2024, respectively.

Revenues from products and services transferred to customers over time accounted for approximately 63 % and 62 % of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively.

The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time.

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

Approximately 16 % of this remaining backlog is expected to be recognized as revenue over the remaining three months of 2025, with an additional 37 % recognized in 2026 and the balance thereafter.

As of March 31, 2026, the Company had $ 322 million of remaining backlog related to contracts with an original expected duration of greater than one year.

Approximately 30 % of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2026, with an additional 26 % recognized in 2027 and the balance thereafter.

Commitments and Contingencies

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A.

Quantitative and Qualitative Disclosures about Market Risk” included in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2025.

Quantitative and Qualitative Disclosures about Market Risk” included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2026, as amended by our 2025 Annual Report on Form 10-K/A filed with the SEC on March 26, 2026.

You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words.

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The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us:

• the impact of the ongoing military actions in Europe and the Middle East, in particular, in Iran and the Strait of Hormuz, or any similar future military actions or unrest, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;

• production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), which may be impacted by ongoing conflicts and the resumption of sales of previously sanctioned oil from Venezuela and Russia;

• impacts related to changing U.S.

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

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

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

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• the financial health of our customers;

• the impact of the ongoing military actions in Europe and the Middle East, or any similar future military actions or unrest, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;

• the impact of environmental matters, including executive actions and federal, state and local regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, such as previous attempts to prohibit or otherwise limit new exports of liquefied natural gas (“LNG”), hydraulic fracturing, and lease development;

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

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

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

presidential administration;

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

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

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

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements