OIL STATES INTERNATIONAL, INC 10-Q

ITEM 1. Financial Statements UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Three Months Ended March 31, 2026 2025 Revenues: Products $ 92,580 $ 100,551 Services 52,783 59,387 145,363 159,938 Costs and expenses: Product costs 74,367 80,329 Service costs 37,222 42,348 Cost of revenues (exclusive of depreciation and amortization expense presented below) 111,589 122,677 Selling, general and administrative expense 20,024 22,530 Depreciation and amortization expense 8,189 12,025 Impairment of assets held for sale 1,384 — Other operating income, net ( 101 ) ( 2,933 ) 141,085 154,299 Operating income 4,278 5,639 Interest expense, net ( 1,175 ) ( 1,578 ) Other income, net 148 138 Income before income taxes 3,251 4,199 Income tax provision ( 2,143 ) ( 1,041 ) Net income $ 1,108 $ 3,158 Net income per share: Basic $ 0.02 $ 0.05 Diluted 0.02 0.05 Weighted average number of common shares outstanding: Basic 57,785 60,167 Diluted 58,439 60,167 The accompanying notes are an integral part of these financial statements. 3 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands) Three Months Ended March 31, 2026 2025 Net income $ 1,108 $ 3,158 Other comprehensive income (loss): Currency translation adjustments ( 1,218 ) 5,539 Comprehensive income (loss) $ ( 110 ) $ 8,697 The accompanying notes are an integral part of these financial statements. 4 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts) March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 58,989 $ 69,914 Accounts receivable, net 187,215 202,445 Inventories, net 195,670 183,409 Assets held for sale 17,176 17,350 Prepaid expenses and other current assets 21,223 22,173 Total current assets 480,273 495,291 Property, plant, and equipment, net 238,685 244,382 Operating lease assets, net 13,463 12,731 Goodwill, net 70,268 70,524 Other intangible assets, net 29,994 31,455 Other noncurrent assets 29,473 29,048 Total assets $ 862,156 $ 883,431 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 53,416 $ 53,370 Accounts payable 64,322 68,090 Accrued liabilities 30,102 38,480 Current operating lease liabilities 5,914 7,286 Income taxes payable 1,578 1,759 Deferred revenue 92,759 97,195 Total current liabilities 248,091 266,180 Long-term debt 1,529 1,670 Long-term operating lease liabilities 12,717 12,654 Deferred income taxes 5,498 5,765 Other noncurrent liabilities 23,365 23,971 Total liabilities 291,200 310,240 Stockholders’ equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 81,456,675 shares and 80,538,758 shares issued, respectively 815 805 Additional paid-in capital 1,147,459 1,145,642 Retained earnings 165,391 164,283 Accumulated other comprehensive loss ( 67,482 ) ( 66,264 ) Treasury stock, at cost, 21,252,701 and 20,882,840 shares, respectively ( 675,227 ) ( 671,275 ) Total stockholders’ equity 570,956 573,191 Total liabilities and stockholders’ equity $ 862,156 $ 883,431 The accompanying notes are an integral part of these financial statements. 5 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Three Months Ended March 31, 2026 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, December 31, 2025 $ 805 $ 1,145,642 $ 164,283 $ ( 66,264 ) $ ( 671,275 ) $ 573,191 Net income — — 1,108 — — 1,108 Currency translation adjustments (excluding intercompany advances) — — — ( 4,013 ) — ( 4,013 ) Currency translation adjustments on intercompany advances — — — 2,795 — 2,795 Stock-based compensation expense 10 1,817 — — — 1,827 Surrender of stock to settle taxes on stock awards — — — — ( 3,952 ) ( 3,952 ) Stock repurchases — — — — — — 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 income — — 3,158 — — 3,158 Currency translation adjustments (excluding intercompany advances) — — — 3,336 — 3,336 Currency translation adjustments on intercompany advances — — — 2,203 — 2,203 Stock-based compensation expense 19 1,819 — — — 1,838 Surrender of stock to settle taxes on stock awards — — — — ( 2,432 ) ( 2,432 ) 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. 6 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net income $ 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 Impairments of assets held for sale 1,384 — Stock-based compensation expense 1,827 1,838 Amortization of deferred financing costs 758 332 Deferred income tax provision (benefit) ( 58 ) 175 Gains on disposals of assets ( 344 ) ( 2,189 ) Other, net ( 1,461 ) ( 442 ) Changes in operating assets and liabilities: Accounts receivable 14,549 12,382 Inventories ( 12,852 ) 237 Accounts payable and accrued liabilities ( 12,175 ) ( 11,497 ) Deferred revenue ( 4,436 ) ( 1,491 ) Other operating assets and liabilities, net 1,626 ( 5,233 ) Net cash flows provided by (used in) operating activities ( 1,885 ) 9,295 Cash flows from investing activities: Capital expenditures ( 4,227 ) ( 9,158 ) Proceeds from disposition of property and equipment 396 1,685 Proceeds from disposition of assets held for sale 473 7,500 Other, net ( 10 ) ( 34 ) Net cash flows used in investing activities ( 3,368 ) ( 7 ) Cash flows from financing activities: Revolving credit facility borrowings 83 170 Revolving credit facility repayments ( 83 ) ( 170 ) Other debt and finance lease repayments, net ( 179 ) ( 171 ) Payment of financing costs ( 1,918 ) ( 6 ) Purchases of treasury stock — ( 5,346 ) Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 3,952 ) ( 2,432 ) Net cash flows used in financing activities ( 6,049 ) ( 7,955 ) Effect of exchange rate changes on cash and cash equivalents 377 132 Net change in cash and cash equivalents ( 10,925 ) 1,465 Cash and cash equivalents, beginning of period 69,914 65,363 Cash and cash equivalents, end of period $ 58,989 $ 66,828 Cash paid for: Interest $ 283 $ 307 Income taxes, net 1,776 708 The accompanying notes are an integral part of these financial statements. 7 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (“Oil States” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. 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, 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. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. 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, 2025, as amended by its Annual Report filed on Form 10-K/A. 2. Asset Impairments and Other Charges Management has implemented certain cost reduction actions including: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; 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 Completion and Production Services Downhole Technologies Corporate Total Three Months Ended March 31, 2026 Impairment of assets held for sale $ — $ — $ — $ 1,384 $ 1,384 Facility consolidation, exit and other charges 192 — — 2,496 2,688 Pre-tax totals $ 192 $ — $ — $ 3,880 4,072 Income tax benefit — After-tax total $ 4,072 Three Months Ended March 31, 2025 Facility consolidation, exit and other charges $ — $ 930 $ — $ — $ 930 Pre-tax totals $ — $ 930 $ — $ — 930 Income tax benefit 196 After-tax total $ 734 8 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Goodwill 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. 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. 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. 3. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of March 31, 2026 and December 31, 2025 is presented below (in thousands): March 31, 2026 December 31, 2025 Accounts receivable, net: Trade $ 118,298 $ 127,607 Unbilled revenue 23,233 21,870 Contract assets 41,787 47,349 Other 6,298 8,409 Total accounts receivable 189,616 205,235 Allowance for doubtful accounts ( 2,401 ) ( 2,790 ) $ 187,215 $ 202,445 Allowance for doubtful accounts as a percentage of total accounts receivable 1 % 1 % March 31, 2026 December 31, 2025 Deferred revenue (contract liabilities) $ 92,759 $ 97,195 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. 9 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 2026 2025 Allowance for doubtful accounts – January 1 $ 2,790 $ 2,614 Provisions 114 167 Write-offs ( 502 ) ( 12 ) Other ( 1 ) 2 Allowance for doubtful accounts – March 31 $ 2,401 $ 2,771 March 31, 2026 December 31, 2025 Inventories, net: Finished goods and purchased products $ 92,807 $ 84,572 Work in process 31,742 33,281 Raw materials 101,169 95,691 Total inventories 225,718 213,544 Allowance for excess or obsolete inventories ( 30,048 ) ( 30,135 ) $ 195,670 $ 183,409 March 31, 2026 December 31, 2025 Property, plant and equipment, net: Property, plant and equipment $ 664,621 $ 666,887 Accumulated depreciation ( 425,936 ) ( 422,505 ) $ 238,685 $ 244,382 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 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 123,005 $ 107,900 $ 15,105 $ 123,073 $ 107,300 $ 15,773 Patents/Technology/Know-how 68,959 60,109 8,850 68,999 59,605 9,394 Tradenames and other 47,745 41,706 6,039 47,752 41,464 6,288 $ 239,709 $ 209,715 $ 29,994 $ 239,824 $ 208,369 $ 31,455 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. 10 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) March 31, 2026 December 31, 2025 Other noncurrent assets: Deferred compensation plan $ 21,963 $ 22,564 Deferred financing costs 2,240 997 Deferred income taxes 1,966 2,057 Other 3,304 3,430 $ 29,473 $ 29,048 March 31, 2026 December 31, 2025 Accrued liabilities: Accrued compensation $ 12,054 $ 23,573 Accrued taxes, other than income taxes 1,875 872 Insurance liabilities 3,259 2,972 Accrued interest 1,256 599 Accrued commissions 3,055 2,715 Other 8,603 7,749 $ 30,102 $ 38,480 4. Long-term Debt As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands): March 31, 2026 December 31, 2025 Revolving credit facility (1) $ — $ — Term loan facility (1) — — 2026 Notes (2) 52,734 52,650 Other debt and finance lease obligations 2,211 2,390 Total debt 54,945 55,040 Less: Current portion ( 53,416 ) ( 53,370 ) Total long-term debt $ 1,529 $ 1,670 ____________________ (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). The Company 11 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 2026 Notes 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. 12 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. 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 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. 6. 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 three months of 2026 (in thousands): Outstanding Shares of common stock outstanding – December 31, 2025 59,656 Restricted stock awards, net of forfeitures 918 Shares withheld for taxes on vesting of stock awards ( 370 ) 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. The amount remaining under the Company’s share repurchase authorization as of March 31, 2026 was $ 24.7 million. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company’s operating segments. 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. 7. Income Taxes 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. 13 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. 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 months ended March 31, 2026 and 2025 (in thousands, except per share amounts): Three Months Ended March 31, 2026 2025 Numerators: Net income $ 1,108 $ 3,158 Less: Income attributable to unvested restricted stock awards ( 38 ) ( 114 ) Numerator for basic net income per share 1,070 3,044 Effect of dilutive securities: Unvested restricted stock awards — — Numerator for diluted net income per share $ 1,070 $ 3,044 Denominators: Weighted average number of common shares outstanding 59,904 62,049 Less: Weighted average number of unvested restricted stock awards outstanding ( 2,119 ) ( 1,882 ) Denominator for basic net income per share 57,785 60,167 Effect of dilutive securities: Shares issuable upon conversion of 2026 Notes 529 — Performance share units 125 — 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 three months ended March 31, 2025 due to, among other factors, the Company’s share price. 9. 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 three months ended March 31, 2026 (in thousands): Service-based Restricted Stock Performance- and Service-based Stock Units Outstanding – December 31, 2025 2,159 834 Granted 789 143 Vested and distributed ( 861 ) ( 139 ) Forfeited ( 10 ) — Outstanding – March 31, 2026 2,077 838 Weighted average grant date fair value (2026 awards) $ 10.00 $ 10.00 The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. 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 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. 14 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. 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 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, 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 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. 10. Segments and Related Information The Company operates through three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. 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 Completion and Production Services Downhole Technologies Corporate (1) Total Revenues $ 91,419 $ 21,498 $ 32,446 $ — $ 145,363 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 65,887 15,894 29,808 — 111,589 Selling, general and administrative expense 8,248 1,222 1,545 9,009 20,024 Depreciation and amortization expense 3,940 2,517 1,539 193 8,189 Impairment of assets held for sale — — — 1,384 1,384 Other operating (income) expense, net ( 1,068 ) ( 1,625 ) ( 1 ) 2,593 ( 101 ) 77,007 18,008 32,891 13,179 141,085 Operating income (loss) $ 14,412 $ 3,490 $ ( 445 ) $ ( 13,179 ) $ 4,278 Capital expenditures $ 1,767 $ 2,126 $ 320 $ 14 $ 4,227 Total assets (as of March 31, 2026) 521,175 96,707 152,326 91,948 862,156 ________________ (1) Operating loss included $ 2.5 million of facility exit charges (within other operating expense) associated with assets held for sale. 15 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization expense presented below) 66,915 26,905 28,857 — 122,677 Selling, general and administrative expense 8,635 1,996 1,999 9,900 22,530 Depreciation and amortization expense 3,608 4,272 4,029 116 12,025 Impairment of assets held for sale — — — — — Other operating (income) expense, net ( 838 ) ( 2,157 ) 62 — ( 2,933 ) 78,320 31,016 34,947 10,016 154,299 Operating income (loss) $ 14,276 $ 3,503 $ ( 2,124 ) $ ( 10,016 ) $ 5,639 Capital expenditures $ 4,823 $ 3,525 $ 791 $ 19 $ 9,158 Total assets (as of March 31, 2025) 506,530 147,665 268,139 68,401 990,735 ________________ (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 Three Months Ended March 31 Project-driven: Products $ 51,887 $ 59,124 $ — $ — $ — $ — $ 51,887 $ 59,124 Services 30,710 24,424 — — — — 30,710 24,424 Total project-driven 82,597 83,548 — — — — 82,597 83,548 Military and other products 8,822 9,048 — — — — 8,822 9,048 Short-cycle products and services — — 21,498 34,519 32,446 32,823 53,944 67,342 $ 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 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 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. 11. Commitments and Contingencies The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. 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 . 16 C autionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. 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 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. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances. While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. 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; • the level of supply of and demand for oil and natural gas; • fluctuations in the current and future prices of oil and natural gas; • the level of exploration, drilling and completion activity; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • inflation, including our ability to increase prices to our customers as our costs increase; • the impact of disruptions in the bank and capital markets; • the financial health of our customers; • 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; • political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change; • the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities; • general global economic conditions; • 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 U.S. presidential administration; including changes such as the One Big Beautiful Bill Act (the “OBBBA”); 17 • 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; • our ability to attract and retain skilled personnel; • our ability to develop new competitive technologies and products; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; • the cost of capital in the bank and capital markets and our ability to access them; • our ability to protect and enforce our intellectual property rights; • negative outcome of litigation, threatened litigation or government proceedings; • the potential for future federal or state requirements related to the enhanced disclosure of a range of climate-related information and risks; • our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and • the other factors identified in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, as well as in “Part II, Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made. In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.