1 unchanged sentence
Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended March 31, 2026, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.
−Removed: Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: Taylor Transition Arrangement
−Removed: As previously announced in our Current Report on Form 8-K filed with the SEC on March 23, 2026, Cindy B.
−Removed: Taylor ceased from serving in her positions as the Company’s President and Chief Executive Officer, effective as of May 1, 2026 (the “Transition Date”).
−Removed: Taylor also resigned from her position on the Board of Directors, effective as of the Transition Date.
−Removed: In connection with Ms.
−Removed: 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 with Ms.
−Removed: Taylor (the “Transition Agreement”).
−Removed: Pursuant to the Transition Agreement, Ms.
−Removed: Taylor will continue to be employed by the Company in the capacity of Senior Advisor and to provide services to the Company for a minimum of twenty (20) hours per week during the period commencing on the Transition Date and ending on November 1, 2026 (the “Employment Term”), at which time Ms.
−Removed: Taylor will voluntarily retire from employment with the Company.
−Removed: During the Employment Term, so long as Ms.
−Removed: Taylor satisfies the terms and conditions of the Transition Agreement, she will receive (i) a monthly base salary of $46,250, (ii) reimbursement of reasonable business and travel expenses, and (iii) continued vesting of her unvested equity awards.
−Removed: Taylor will remain eligible to receive a pro-rata performance payment for the 2026 calendar year in accordance with the terms of the Company's annual incentive compensation plan (the “AICP”).
−Removed: Taylor will also continue to be eligible to participate in the Company’s benefit plans and programs generally available to all employees.
−Removed: Upon expiration of the Employment Term, (i) any outstanding performance-based awards and (ii) any outstanding time-based awards granted in calendar year 2026, in each case held by Ms.
−Removed: Taylor, will vest in accordance with the terms of the applicable award agreements and the Company’s Amended and Restated Equity Participation Plan (the “LTIP”).
−Removed: Any outstanding time-based awards granted in calendar years 2024 and 2025 held by Ms.
−Removed: Taylor will vest in full upon expiration of the Employment Term in accordance with the terms of the Transition Agreement.
−Removed: The Transition Agreement also contains customary confidentiality, non-competition, and non-solicitation covenants.
−Removed: The non-competition restrictions apply from the Transition Date until six (6) months after the Employment Term expires, and the non-solicitation restrictions apply from the Transition Date until twelve (12) months after the Employment Term expires.
−Removed: The Transition Agreement also contains a general release of claims by Ms.
−Removed: Taylor in favor of the Company and its affiliates and requires Ms.
−Removed: Taylor to execute a confirming release following the end of the Employment Term.
−Removed: The Employment Term may be terminated prior to expiration by mutual agreement, by Ms.
−Removed: Taylor’s voluntary resignation, upon Ms.
−Removed: Taylor’s death or disability, or by the Company with or without “Cause” (as defined in the Transition Agreement).
−Removed: Upon expiration of the Employment Term or early termination without Cause, Ms.
−Removed: Taylor will be entitled to receive any unpaid base salary earned through the date of termination and any unreimbursed expenses.
−Removed: If the Company terminates the Employment Term without Cause, subject to Ms.
−Removed: Taylor’s execution and non-revocation of a release of claims, Ms.
−Removed: Taylor will be entitled to receive the remaining base salary payments that would have been payable through November 1, 2026.
−Removed: The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
−Removed: Executive Compensation Changes
−Removed: In connection with the transition of the Company’s executive officers, the Compensation Committee approved certain adjustments to the compensation of Lloyd A.
−Removed: Hajdik, the Company’s President and Chief Executive Officer, Philip S.
−Removed: Moses, the Company’s Executive Vice President and Chief Operating Officer, and Matthew E.
−Removed: Autenrieth, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective May 1, 2026.
−Removed: The Compensation Committee increased the annual base salaries of Messrs.
−Removed: Hajdik and Autenrieth to $600,000 and $375,000, respectively, as well as increased each of the executives’ target bonus percentages under the AICP to 100% for Mr.
−Removed: Hajdik, 100% for Mr.
−Removed: Moses, and 60% for Mr.
−Removed: The Compensation Committee also approved the grant of incremental time-based restricted stock awards in grant date amounts equal to $750,000 for Mr.
−Removed: Hajdik, $150,000 for Mr.
−Removed: Moses, and $400,000 for Mr.
−Removed: The time-based restricted stock awards were granted pursuant to the LTIP, and are subject to the terms and conditions set forth in the applicable award agreements, and are effective May 1, 2026.
−Removed: Autenrieth Compensation Arrangements
−Removed: As previously announced in our Current Report on Form 8-K filed with the SEC on March 23, 2026, effective May 1, 2026, the Company appointed Mr.
−Removed: Autenrieth to the position of Executive Vice President, Chief Financial Officer and Treasurer.
−Removed: On May 1, 2026, the Company entered into an executive agreement with Mr.
−Removed: Autenrieth (the “Executive Agreement”), which provides for certain compensation and benefits to be payable upon a qualifying termination of Mr.
−Removed: Autenrieth's employment or a “Change of Control” of the Company (as defined in the Executive Agreement).
−Removed: As of the effective date of the Executive Agreement, Mr.
−Removed: Autenrieth will no longer participate in the Company’s Change of Control Severance Plan for Selected Members of Management.
−Removed: Specifically, the Executive Agreement provides for the following termination payments and benefits:
−Removed: • Change of Control Severance Benefits .
−Removed: In the event that, during the twenty-four (24) months following a Change of Control, Mr.
−Removed: Autenrieth is terminated by the Company other than for “Cause” or Mr.
−Removed: Autenrieth resigns for “Good Reason” (each, as defined in the Executive Agreement), Mr.
−Removed: Autenrieth will be entitled to receive a lump sum severance payment equal to two (2) times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the Company’s AICP.
−Removed: In addition, upon such termination, Mr.
−Removed: Autenrieth would be entitled to (a) accelerated vesting of all options, restricted shares and restricted stock units, (b) vesting in all qualified and nonqualified retirement plans, (c) a benefit continuation subsidy for up to a thirty-six (36)-month period following termination and (d) outplacement benefits.
−Removed: • Regular Severance Benefits .
−Removed: In the event Mr.
−Removed: Autenrieth is terminated by the Company other than for Cause outside of the twenty-four (24) month period following a Change of Control, Mr.
−Removed: Autenrieth would be entitled to receive a lump sum severance payment equal to one (1) times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the AICP.
−Removed: In addition, upon such termination, Mr.
−Removed: Autenrieth would be entitled to (a) accelerated vesting of all restricted shares and restricted stock units and (b) a benefit continuation subsidy for up to a twenty-four (24)-month period following termination.
−Removed: All severance and other termination benefits payable pursuant to the Executive Agreement are conditioned upon Mr.
−Removed: Autenrieth executing a release of claims in favor of the Company.
−Removed: In addition, the Executive Agreement provides that Mr.
−Removed: Autenrieth will receive accelerated vesting of any outstanding stock options, restricted shares and restricted stock units upon the occurrence of a Change of Control (without regard to whether his employment is terminated).
−Removed: The foregoing description of the Executive Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Agreement, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
+Added: During the three months ended June 30, 2026, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.
— Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on July 27, 2023 (File No.
2 unchanged sentences
(incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No.
−Removed: — Cash Flow Credit Agreement, dated as of January 28, 2026 , among Oil States International, Inc., as Borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , as filed with the SEC on January 28, 20 26 (File No.
−Removed: — Form of Restricted Stock Agreement under the Registrant’s Second Amended and Restated Equity Participation Plan.
— Employment Transition Agreement and General Release of Claims between Oil States International, Inc.
−Removed: Taylor effective May 1, 2026.
−Removed: — R estricted Stock Agreement under the Company ’ s Amended and Restated Equity Participation Plan between Oil States International, Inc.
−Removed: and Cindy B .
−Removed: Taylor dated February 19 , 2026.
+Added: Taylor effective May 1, 2026 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as filed with the SEC on May 5, 2026 (File No.
— Executive Agreement between Oil States International, Inc.
and Matthew E.
−Removed: Autenrieth effective May 1, 2026.
+Added: Autenrieth (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as filed with the SEC on May 5, 2026 (File No.
+Added: — Form of Non-Employee Director Deferred Stock Grant Notice and Agreement under the Company’s Second Amended and Restated Equity Participation Plan.
+Added: — Form of Non-Employee Director Restricted Stock Agreement under the Company’s Second Amended and Restated Equity Participation Plan.
— Certification of Chief Executive Officer of Oil States International, Inc.
18 unchanged sentences
OIL STATES INTERNATIONAL, INC.
−Removed: May 5, 2026 By:
+Added: July 30, 2026 By:
/s/ Matthew E.
2 unchanged sentences
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.