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Item 1. Financial Statements

2026-07-30 compared with 2026-05-05 · 228 added, 94 removed, 437 unchanged (42% of the section changed)

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Products $ 98,753 $ 107,342 $ 191,333 $ 207,893

7 unchanged sentences

Depreciation and amortization expense 8,061 11,898 16,250 23,923

Impairment of assets held for sale

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

Impairments of assets held for sale — — 1,384 —

Other operating income, net ( 4,192 ) ( 1,448 ) ( 4,293 ) ( 4,381 )

2 unchanged sentences

Interest expense, net ( 508 ) ( 1,692 ) ( 1,683 ) ( 3,270 )

Other income, net 148 138

Other income (expense), net ( 3,281 ) 636 ( 3,133 ) 774

Income before income taxes 7,923 4,221 11,174 8,420

10 unchanged sentences

AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 5,910 $ 2,811 $ 7,018 $ 5,969

1 unchanged sentence

Currency translation adjustments 710 9,092 ( 508 ) 14,631

Comprehensive income (loss) $ ( 110 ) $ 8,697

Comprehensive income $ 6,620 $ 11,903 $ 6,510 $ 20,600

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

45 unchanged sentences

(In Thousands)

Three Months Ended March 31, 2026 Common

Three Months Ended June 30, 2026 Common

Stock Additional

4 unchanged sentences

Stockholders’

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

Net income — — 5,910 — — 5,910

Currency translation adjustments (excluding intercompany advances) — — — 2,719 — 2,719

Currency translation adjustments on intercompany advances — — — ( 2,009 ) — ( 2,009 )

Stock-based compensation expense 1 3,023 — — — 3,024

Issuance of stock to extinguish 4.75 % convertible senior notes

5 5,871 — — — 5,876

Surrender of stock to settle taxes on stock awards — — — — — —

Stock repurchases — — — — ( 5,100 ) ( 5,100 )

Balance, June 30, 2026 $ 821 $ 1,156,353 $ 171,301 $ ( 66,772 ) $ ( 680,327 ) $ 581,376

Six Months Ended June 30, 2026 Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders'

Balance, December 31, 2025 $ 805 $ 1,145,642 $ 164,283 $ ( 66,264 ) $ ( 671,275 ) $ 573,191

3 unchanged sentences

Stock-based compensation expense 11 4,840 — — — 4,851

Issuance of stock to extinguish 4.75 % convertible senior notes

5 5,871 — — — 5,876

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

Stock repurchases — — — — ( 5,100 ) ( 5,100 )

Balance, June 30, 2026 $ 821 $ 1,156,353 $ 171,301 $ ( 66,772 ) $ ( 680,327 ) $ 581,376

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 June 30, 2025 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity

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

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

Net income — — 2,811 — — 2,811

Currency translation adjustments (excluding intercompany advances) — — — 7,205 — 7,205

Currency translation adjustments on intercompany advances — — — 1,887 — 1,887

Stock-based compensation expense 1 2,020 — — — 2,021

Surrender of stock to settle taxes on stock awards — — — — — —

Stock repurchases — — — — ( 6,697 ) ( 6,697 )

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

Six Months Ended June 30, 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

5 unchanged sentences

Stock repurchases — — — — ( 12,043 ) ( 12,043 )

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

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

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

3 unchanged sentences

(In Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization expense 16,250 23,923

Impairments of operating lease assets — 1,358

Impairments of assets held for sale 1,384 —

3 unchanged sentences

Gains on disposals of assets ( 4,837 ) ( 4,282 )

Losses (gains) on extinguishments of 4.75 % convertible senior notes

3,594 ( 381 )

Other, net ( 2,617 ) ( 1,423 )

11 unchanged sentences

Other, net ( 9 ) ( 62 )

Net cash flows used in investing activities ( 3,368 ) ( 7 )

Net cash flows provided by (used in) investing activities 865 ( 6,916 )

Cash flows from financing activities:

1 unchanged sentence

Revolving credit facility repayments ( 49,167 ) ( 204 )

Extinguishments of 4.75 % convertible senior notes

( 50,452 ) ( 14,284 )

Other debt and finance lease repayments, net ( 355 ) ( 344 )

27 unchanged sentences

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.

Asset Impairments and Other Charges

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Charges and Credits

Management has implemented certain cost reduction actions including:

2 unchanged sentences

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):

As a result of these and other events, actions and assessments, the Company recorded the following charges and credits during the three and six months ended June 30, 2026 and 2025 (in thousands):

Offshore Manufactured Products

1 unchanged sentence

Downhole Technologies Corporate Total

Three Months Ended March 31, 2026

Impairment of assets held for sale

Three Months Ended June 30, 2026

Loss on extinguishment of debt (Note 4)

$ — $ — $ — $ 3,594 $ 3,594

Executive transition costs — — — 1,657 1,657

Impairments of assets held for sale — — — — —

Gain on disposal of facility held for sale — — — ( 4,149 ) ( 4,149 )

Facility consolidation, exit and other charges

4 unchanged sentences

After-tax total

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Loss on extinguishment of debt (Note 4)

$ — $ — $ — $ 3,594 $ 3,594

Executive transition costs — — — 1,657 1,657

Impairments of assets held for sale — — — 1,384 1,384

Gain on disposal of facility held for sale — — — ( 4,149 ) ( 4,149 )

Facility consolidation, exit and other charges 192 — — 3,891 4,083

Pre-tax totals

$ 192 $ — $ — $ 6,377 6,569

Income tax benefit

After-tax total

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate Total

Three Months Ended June 30, 2025

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

Gains on extinguishment of debt — — — ( 381 ) ( 381 )

Facility consolidation, exit and other charges

273 1,776 252 — 2,301

Pre-tax totals

2 unchanged sentences

After-tax total $ 2,590

Six Months Ended June 30, 2025

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

Gains on extinguishment of debt — — — ( 381 ) ( 381 )

Facility consolidation, exit and other charges 273 2,706 252 — 3,231

Pre-tax totals

$ 273 3,109 1,207 $ ( 381 ) 4,208

Income tax benefit

After-tax total $ 3,324

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

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.

The carrying value of assets held for sale was assessed and reduced to estimated net realizable value, resulting in the recognition of impairment charges of $ 1.4 million within Corporate operations.

Executive Transition

In connection with Cindy B.

Taylor’s transition from her role as President and Chief Executive Officer, the Company entered into an Employment Transition Agreement and General Release of Claims (the “Transition Agreement”) with Ms.

Taylor effective May 1, 2026.

Pursuant to the terms of this agreement, Ms.

Taylor will continue to be employed by the Company as a Senior Advisor and provide services from May 1 through November 1, 2026, at which time Ms.

Taylor will voluntarily retire and be subject to certain non-compete and non-solicitation restrictions.

During this period, Ms.

Taylor will receive:

a reduced monthly base salary;

accelerated vesting of outstanding restricted stock awards granted in 2024 and 2025;

continued vesting of other long-term incentive awards;

and a pro-rata, short-term incentive payment for 2026.

See Note 9, “Long-Term Incentive Compensation,” for further discussion of outstanding long-term incentive awards granted to Ms.

During the second quarter of 2026, the Company recognized stock-based compensation and other costs of $ 1.7 million related to this executive transition.

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):

Additional information regarding selected balance sheet accounts as of June 30, 2026 and December 31, 2025 is presented below (in thousands):

2026 December 31,

10 unchanged sentences

Deferred revenue (contract liabilities) $ 88,321 $ 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.

As of June 30, 2026, accounts receivable, net in the United States and the United Kingdom represented 61 % and 12 %, respectively, of the total.

No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of June 30, 2026.

For the six months ended June 30, 2026, the $ 4.8 million net increase in contract assets was primarily attributable to $ 34.3 million in revenue recognized during the period, which was partially offset by $ 28.9 million transferred to accounts receivable.

Deferred revenue (contract liabilities) decreased by $ 8.9 million in the first six months of 2026, reflecting the recognition of $ 20.9 million of revenue that was deferred at the beginning of the period, partially offset by $ 12.1 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

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,

The following provides a summary of activity in the allowance for doubtful accounts for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

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

2 unchanged sentences

Other ( 2 ) 329

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

Allowance for doubtful accounts – June 30 $ 2,591 $ 3,000

2026 December 31,

13 unchanged sentences

$ 232,247 $ 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

For the three months ended June 30, 2026 and 2025, depreciation expense was $ 6.7 million and $ 8.1 million, respectively.

Depreciation expense was $ 13.5 million and $ 16.4 million for the six months ended June 30, 2026 and 2025, respectively.

June 30, 2026 December 31, 2025

Amount Accumulated

7 unchanged sentences

$ 239,746 $ 211,109 $ 28,637 $ 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.

For the three months ended June 30, 2026 and 2025, amortization expense was $ 1.4 million and $ 3.8 million, respectively.

Amortization expense was $ 2.8 million and $ 7.6 million for the six months ended June 30, 2026 and 2025, 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.

21 unchanged sentences

Long-term Debt

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

As of June 30, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

2026 December 31,

2 unchanged sentences

2026 Notes (2)

52,734 52,650

Other debt and finance lease obligations 2,036 2,390

3 unchanged sentences

____________________

(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 .

(1) Presented net of $ 2.2 million of unamortized deferred financing costs as of June 30, 2026.

Unamortized deferred financing costs of $ 1.0 million as of December 31, 2025 are presented in other noncurrent assets.

(2) The outstanding principal amount of the 2026 Notes was $ 52.7 million as of 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.

On January 28, 2026, the Company entered into a four-year 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 Cash Flow Credit Agreement provides for credit facilities with total original 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) (the “Revolving Credit Facility”) and a $ 50.0 million multi-draw term loan facility, which was available for a six-month period (the “Term Loan Facility”).

Subsequent to June 30, 2026, the Company repaid $ 20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility and the remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Company 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.

5 unchanged sentences

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.

As of July 28, 2026, the Company had $ 6.2 million and $ 20.0 million of borrowings outstanding under the Revolving Credit Facility and the Term Loan Facility, respectively, and $ 15.9 million of outstanding letters of credit, leaving $ 52.9 million available to be drawn.

ABL Agreement

5 unchanged sentences

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.

1 unchanged sentence

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.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 1, 2026, the Company retired $ 52.7 million of outstanding principal of the 2026 Notes, with a combination of $ 50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $ 5.9 million, which was excluded from financing activities within the consolidated statement of cash flows).

With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of the Company’s common stock at maturity, the Company recognized a pre-tax loss of $ 3.6 million (reported within other income (expense), net) associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

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.

The Company believes that the carrying values of these instruments, other than the 2026 Notes as of December 31, 2025, on the accompanying consolidated balance sheets approximate their fair values.

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):

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 six months of 2026 (in thousands):

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

Restricted stock awards, net of forfeitures 1,112

Issuance of common stock to extinguish 4.75 % convertible senior notes

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.

Purchases of common stock ( 584 )

Shares of common stock outstanding – June 30, 2026 60,343

As further discussed in Note 4, “Long-term Debt,” on April 1, 2026 the Company issued 529,428 shares of common stock in connection with the retirement of its 2026 Notes.

As of June 30, 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.

During the six months ended June 30, 2026, the Company purchased 583,541 shares of common stock under the program at a total cost of $ 5.1 million.

The amount remaining under the Company’s share repurchase authorization as of June 30, 2026 was $ 19.6 million.

Accumulated Other Comprehensive Loss

1 unchanged sentence

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.

Accumulated other comprehensive loss increased from $ 66.3 million at December 31, 2025 to $ 66.8 million at June 30, 2026.

For the three and six months ended June 30, 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 six months ended June 30, 2026, the exchange rate for the British pound weakened by 2 % compared to the U.S.

dollar, while the Brazilian real strengthened by 6 %, contributing to other comprehensive loss of $ 0.5 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.

During the six months ended June 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 9 % and 13 %, respectively, contributing to other comprehensive income of $ 14.6 million.

OIL STATES INTERNATIONAL, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Income tax provision for the three and six months ended June 30, 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 June 30, 2026, the Company’s income tax expense was $ 2.0 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 $ 7.9 million.

This compares to an income tax expense of $ 1.4 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 $ 4.2 million for the three months ended June 30, 2025.

For the six months ended June 30, 2026, the Company’s income tax expense was $ 4.2 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 $ 11.2 million.

This compares to an income tax expense of $ 2.5 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 $ 8.4 million for the six months ended June 30, 2025.

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):

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 5,910 $ 2,811 $ 7,018 $ 5,969

15 unchanged sentences

Diluted 0.10 0.05 0.12 0.10

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.

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three and six months ended June 30, 2025 due to, among other factors, the Company’s share price.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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):

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 six months ended June 30, 2026 (in thousands):

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

3 unchanged sentences

Forfeited ( 317 ) —

Outstanding – March 31, 2026 2,077 838

Outstanding – June 30, 2026 2,113 854

Weighted average grant date fair value (2026 awards) $ 10.32 $ 9.89

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.

OIL STATES INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Service-based stock unit awards ( 197 thousand outstanding as of June 30, 2026) vest over one year , with the underlying shares issued at a specified future date.

Performance-based stock unit awards generally 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.

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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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 performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies, generally 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.

Pursuant to the Transition Agreement discussed in Note 2, “Charges and Credits,” the vesting provisions of the outstanding service-based restricted stock awards granted to Ms.

Taylor in 2024 and 2025 were modified to provide for accelerated vesting over the term of the Transition Agreement.

The incremental expense for these modified awards totaled $ 3.1 million on the modification date, which is being recognized as stock-based compensation expense over the six-month term of the Transition Agreement.

All other service-based restricted stock awards, performance-based stock unit awards and performance-based cash awards will continue to vest through November 1, 2026 in accordance with the original award agreements.

Stock-based compensation expense recognized during the three and six months ended June 30, 2026 totaled $ 3.0 million and $ 4.9 million, respectively.

Stock-based compensation expense recognized during the three and six months ended June 30, 2025 totaled $ 2.0 million and $ 3.9 million, respectively.

As of June 30, 2026, there was $ 16.4 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

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 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

Financial information by operating segment as of and for the three and six months ended June 30, 2026 and 2025 is summarized in the following tables (in thousands).

Three Months Ended June 30, 2026

Offshore Manufactured Products Completion and Production Services Downhole Technologies

Corporate (1)

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Depreciation and amortization expense 3,932 2,434 1,506 189 8,061

Impairment of assets held for sale

— — — 1,384 1,384

Impairments of assets held for sale — — — — —

Other operating (income) expense net ( 666 ) ( 718 ) ( 45 ) ( 2,763 ) ( 4,192 )

78,788 20,357 36,924 8,878 144,947

Operating income (loss) $ 13,936 $ 3,917 $ 2,737 $ ( 8,878 ) $ 11,712

Capital expenditures $ 743 $ 1,560 $ 305 $ 304 $ 2,912

________________

(1) Operating loss included a $ 4.1 million gain associated with the sale of a previously idled facility held for sale, $ 1.4 million of facility exit charges associated with assets held for sale (both within other operating (income) expense, net), and $ 1.7 million in executive transition costs (within selling, general and administrative expenses).

Six Months Ended June 30, 2026

Offshore Manufactured Products Completion and Production Services Downhole Technologies Corporate (1)

Revenues $ 184,143 $ 45,772 $ 72,107 $ — $ 302,022

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 132,734 33,085 63,721 — 229,540

Selling, general and administrative expense 16,923 2,672 3,095 20,461 43,151

Depreciation and amortization expense 7,872 4,951 3,045 382 16,250

Impairments of assets held for sale — — — 1,384 1,384

Other operating (income) expense, net ( 1,734 ) ( 2,343 ) ( 46 ) ( 170 ) ( 4,293 )

155,795 38,365 69,815 22,057 286,032

Operating income (loss) $ 28,348 $ 7,407 $ 2,292 $ ( 22,057 ) $ 15,990

Capital expenditures $ 2,510 $ 3,686 $ 625 $ 318 $ 7,139

Total assets (as of March 31, 2026)

Total assets (as of June 30, 2026)

$ 524,281 $ 92,397 $ 166,797 $ 56,016 $ 839,491

________________

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

(1) Operating loss included a $ 4.1 million gain associated with the sale of a previously idled facility held for sale, $ 3.9 million of facility exit charges associated with assets held for sale (both within other operating (income) expense, net), $ 1.7 million in executive transition costs (within selling, general and administrative expenses) and $ 1.4 million in asset impairment charges associated with assets held for sale.

OIL STATES INTERNATIONAL, INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Offshore Manufactured Products Completion and Production Services (1)

Downhole Technologies Corporate Total

Downhole Technologies (2)

Corporate Total

Revenues $ 106,586 $ 29,424 $ 29,396 $ — $ 165,406

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Depreciation and amortization expense 3,703 4,083 4,005 107 11,898

Impairment of assets held for sale

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

Other operating (income) expense, net 1,115 ( 2,549 ) ( 14 ) — ( 1,448 )

89,597 27,547 33,388 9,597 160,129

Operating income (loss) $ 16,989 $ 1,877 $ ( 3,992 ) $ ( 9,597 ) $ 5,277

Capital expenditures $ 8,003 $ 1,825 $ 428 $ 66 $ 10,322

________________

(1) Operating income included $ 2.2 million of facility exit and other charges.

(2) Operating loss included $ 1.2 million in costs associated primarily with the exit of a leased facility.

Six Months Ended June 30, 2025

Offshore Manufactured Products Completion and Production Services (1)

Downhole Technologies (2)

Corporate Total

Revenues $ 199,182 $ 63,943 $ 62,219 $ — $ 325,344

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization expense presented below) 142,219 50,498 55,300 — 248,017

Selling, general and administrative expense 18,110 4,013 3,998 19,390 45,511

Depreciation and amortization expense 7,311 8,355 8,034 223 23,923

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

Other operating (income) expense, net 277 ( 4,706 ) 48 — ( 4,381 )

167,917 58,563 68,335 19,613 314,428

Operating income (loss) $ 31,265 $ 5,380 $ ( 6,116 ) $ ( 19,613 ) $ 10,916

Capital expenditures $ 12,826 $ 5,350 $ 1,219 $ 85 $ 19,480

Total assets (as of March 31, 2025)

Total assets (as of June 30, 2025)

$ 532,179 $ 134,031 $ 262,758 $ 64,777 $ 993,745

________________

(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):

(1) Operating income included $ 3.1 million of facility exit and other charges.

(2) Operating loss included $ 1.2 million in costs associated primarily with the exit of a leased facility.

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 six months ended June 30, 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

Three Months Ended June 30

Project-driven:

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$ 92,724 $ 106,586 $ 24,274 $ 29,424 $ 39,661 $ 29,396 $ 156,659 $ 165,406

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.

Offshore Manufactured Products Completion and Production Services Downhole Technologies Total

2026 2025 2026 2025 2026 2025 2026 2025

Six Months Ended June 30

Project-driven:

Products $ 103,841 $ 127,777 $ — $ — $ — $ — $ 103,841 $ 127,777

Services 63,130 52,331 — — — — 63,130 52,331

Total project-driven 166,971 180,108 — — — — 166,971 180,108

Military and other products 17,172 19,074 — — — — 17,172 19,074

Short-cycle products and services — — 45,772 63,943 72,107 62,219 117,879 126,162

$ 184,143 $ 199,182 $ 45,772 $ 63,943 $ 72,107 $ 62,219 $ 302,022 $ 325,344

Revenues from products and services transferred to customers over time accounted for approximately 61 % and 63 % of consolidated revenues for the six months ended June 30, 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.

As of June 30, 2026, the Company had $ 358 million of backlog related to contracts with an original expected duration of greater than one year.

Approximately 22 % of this backlog is expected to be recognized as revenue over the remainder of 2026, with an additional 32 % recognized in 2027 and the balance thereafter.

Commitments and Contingencies

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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