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Item 1. Financial Statements

2025-10-22 compared with 2025-07-23 · 135 added, 77 removed, 426 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(Dollars and shares in millions, except per share amounts) 2025 2024 2025 2024

10 unchanged sentences

Restructuring Charges

Other Charges (Credits), Net

Other Charges, Net

Total Costs and Expenses 1,054 1,166 3,072 3,432

17 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(Dollars in millions) 2025

1 unchanged sentence

Foreign Currency Translation Adjustments ( 15 ) 20 146 ( 4 )

Defined Benefit Pension Activity 2 — 2 —

Comprehensive Income 74 186 466 422

Net Income Attributable to Noncontrolling Interests 9 12 19 23

Comprehensive Income Attributable to Noncontrolling Interests

Comprehensive Income Attributable to Weatherford

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars and shares in millions, except par value) June 30, 2025

(Dollars and shares in millions, except par value) September 30, 2025

December 31, 2024

1 unchanged sentence

Restricted Cash 64 59

Accounts Receivable, Net of Allowance for Credit Losses of $ 9 at June 30, 2025 and $ 8 at December 31, 2024

Accounts Receivable, Net of Allowance for Credit Losses of $ 9 at September 30, 2025 and $ 8 at December 31, 2024

Inventories, Net 880 880

1 unchanged sentence

Total Current Assets 3,476 3,402

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,070 at June 30, 2025 and $ 940 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 828 at June 30, 2025 and $ 793 at December 31, 2024

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,103 at September 30, 2025 and $ 940 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 842 at September 30, 2025 and $ 793 at December 31, 2024

Operating Lease Assets 126 124

15 unchanged sentences

Ordinary Shares - Par Value $ 0.001 ;

Authorized 1,356 shares, Issued and Outstanding 71.8 shares at June 30, 2025 and 72.1 at December 31, 2024

Authorized 1,356 shares, Issued and Outstanding 71.7 shares at September 30, 2025 and 72.1 at December 31, 2024

Capital in Excess of Par Value 2,811 2,921

Retained Deficit ( 1,249 ) ( 1,486 )

Accumulated Other Comprehensive Income (Loss) 11 ( 150 )

Accumulated Other Comprehensive Loss ( 2 ) ( 150 )

Shareholders’ Equity

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions) 2025 2024

11 unchanged sentences

Accounts Receivable

( 17 ) ( 131 )

Accounts Payable

18 unchanged sentences

Distributions to Noncontrolling Interests

( 16 ) ( 19 )

Tax Remittance on Equity Awards Vested ( 20 ) ( 9 )

Share Repurchases

( 94 ) ( 50 )

Dividends Paid

( 54 ) ( 18 )

Other Financing Activities ( 13 ) ( 18 )

26 unchanged sentences

Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2024 Form 10-K for the discussion on our significant accounting policies.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and six months ended June 30, 2024 to conform to the presentation for the three and six months ended June 30, 2025.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and nine months ended September 30, 2024 to conform to the presentation for the three and nine months ended September 30, 2025.

Accounting Standards Issued Not Yet Adopted

12 unchanged sentences

All other and corporate do not individually meet the criteria for segment reporting.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Reportable Segments All

11 unchanged sentences

Share-based Compensation

Gain on Sale of Business

Restructuring Charges

3 unchanged sentences

(b) Segment selling, general and administrative and research and development costs .

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Reportable Segments All

17 unchanged sentences

(b) Segment selling, general and administrative and research and development costs .

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Reportable Segments All

11 unchanged sentences

Share-based Compensation

Restructuring Charges

Other Credits, Net

Other Charges, Net ( 13 )

Operating Income $ 243

1 unchanged sentence

(b) Segment selling, general and administrative and research and development costs .

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Reportable Segments All

12 unchanged sentences

Restructuring Charges

Other Charges, Net

Operating Income $ 740

1 unchanged sentence

(b) Segment selling, general and administrative and research and development costs.

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

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

(Dollars in millions) 2025 2024 2025 2024

7 unchanged sentences

Total Capital Expenditures $ 44 $ 78 $ 175 $ 199

(Dollars in millions) June 30, 2025 December 31, 2024

(Dollars in millions) September 30, 2025 December 31, 2024

Total Assets:

3 unchanged sentences

PP&E, Net and Operating Lease Assets by Geographic Area

As of June 30, 2025 and December 31, 2024 the U.S.

accounted for 22 % in each period, and the Kingdom of Saudi Arabia accounted for 12 % and 11 %, respectively, of our PP&E, Net and operating lease assets identifiable by geography.

No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of June 30, 2025 and December 31, 2024.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of June 30, 2025 and December 31, 2024.

(Dollars in millions) June 30, 2025 December 31, 2024

As of September 30, 2025 and December 31, 2024, the U.S.

accounted for 23 % and 22 %, respectively, and the Kingdom of Saudi Arabia accounted for 12 % and 11 % respectively, of our PP&E, Net and operating lease assets identifiable by geography.

No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of September 30, 2025 and December 31, 2024.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of September 30, 2025 and December 31, 2024.

(Dollars in millions) September 30, 2025 December 31, 2024

North America (a)

8 unchanged sentences

In April 2025, we completed the sale of our pressure pumping business in Argentina for proceeds totaling $ 104 million consisting of $ 7 million of proceeds received in the fourth quarter of 2024 and $ 97 million of proceeds received in the second quarter of 2025.

We recognized a gain of $ 70 million as a result of this transaction.

We recognized a gain of $ 70 million as a result of this transaction during the three months ended June 30, 2025.

Disaggregated Revenue

The following table disaggregates our revenue from contracts with customers by geographic area and includes equipment rental revenue.

Equipment rental revenues were $ 32 million and $ 67 million in the three and six months ended June 30, 2025, respectively, and $ 39 million and $ 73 million for the three and six months ended June 30, 2024, respectively.

During the three and six months ended June 30, 2025, the U.S.

accounted for 16 % of total revenue in each period, and the Kingdom of Saudi Arabia accounted for 11 % of total revenue in each period.

During the three and six months ended June 30, 2024, the U.S.

Equipment rental revenues were $ 24 million and $ 91 million in the three and nine months ended September 30, 2025, respectively, and $ 38 million and $ 111 million for the three and nine months ended September 30, 2024, respectively.

During the three and nine months ended September 30, 2025, the U.S.

accounted for 15 % of total revenue in each period, and the Kingdom of Saudi Arabia accounted for 10 % and 11 % of total revenue, respectively.

In addition, during the three and six months ended June 30, 2024, Mexico accounted for 12 % and 13 % of total revenue, respectively, driven by our largest customer, which accounted for 10 % and 11 % of our total revenue, respectively, in the same periods.

During the three and nine months ended September 30, 2024, the U.S.

accounted for 15 % and the Kingdom of Saudi Arabia accounted for 10 % of total revenue in each period, respectively.

In addition, during the three and nine months ended September 30, 2024, Mexico accounted for 12 % and 13 % of total revenue, respectively, driven by our largest customer in those periods, which accounted for 10 % and 11 % of our total revenue, respectively, in the same periods.

No other country accounted for more than 10% of our revenue in the periods presented.

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

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

(Dollars in millions) 2025 2024 2025 2024

12 unchanged sentences

The timing of our revenue recognition, billings, and cash collections results in the recording of accounts receivable, contract assets, and contract liabilities.

The following table summarizes these balances as of June 30, 2025 and December 31, 2024:

(Dollars in millions) June 30, 2025 December 31, 2024

The following table summarizes these balances as of September 30, 2025 and December 31, 2024:

(Dollars in millions) September 30, 2025 December 31, 2024

Receivables for Product and Services in Accounts Receivable, Net $ 1,255 $ 1,232

6 unchanged sentences

4 – Restructuring Charges

Restructuring charges were $ 11 million and $ 40 million in the three and six months ended June 30, 2025, respectively, and $ 5 million and $ 8 million in the three and six months ended June 30, 2024, respectively, and presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations.

Restructuring charges were $ 11 million and $ 51 million in the three and nine months ended September 30, 2025, respectively, and nil and $ 8 million in the three and nine months ended September 30, 2024, respectively, and presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations.

These charges were related to optimization and efficiency initiatives throughout the organization and primarily relate to severance expenses.

Restructuring liabilities were $ 36 million as of June 30, 2025 and $ 35 million as of December 31, 2024.

Of the restructuring liabilities, $ 30 million and $ 31 million are recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

The remaining $ 6 million and $ 4 million are recorded in “Other Non-Current Liabilities” on the accompanying Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

Restructuring liabilities were $ 31 million as of September 30, 2025 and $ 35 million as of December 31, 2024.

Of the restructuring liabilities, $ 26 million and $ 31 million are recorded in “Other Current Liabilities” on the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

The remaining $ 5 million and $ 4 million are recorded in “Other Non-Current Liabilities” on the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

Changes in the liabilities are primarily driven by restructuring charges and cash payments.

The following table presents total restructuring charges by segment and All other in the three and six months ended June 30, 2025 and 2024:

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

The following table presents total restructuring charges by segment and All Other in the three and nine months ended September 30, 2025 and 2024:

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

(Dollars in millions) 2025 2024 2025 2024

3 unchanged sentences

5 – Inventories, Net

Inventories are reported net of reserves of $ 122 million and $ 115 million as of June 30, 2025 and December 31, 2024, respectively, and are presented by category in the table below:

(Dollars in millions) June 30, 2025 December 31, 2024

Inventories are reported net of reserves of $ 124 million and $ 115 million as of September 30, 2025 and December 31, 2024, respectively, and are presented by category in the table below:

(Dollars in millions) September 30, 2025 December 31, 2024

Finished Goods $ 780 $ 778

2 unchanged sentences

The change in inventory reserves includes inventory charges, primarily offset by the disposal of inventory previously reserved.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 9 million and $ 14 million in the three and six months ended June 30, 2025, respectively, and $ 9 million and $ 15 million during the three and six months ended June 30, 2024, respectively.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 8 million and $ 22 million in the three and nine months ended September 30, 2025, respectively, and $ 9 million and $ 24 million during the three and nine months ended September 30, 2024, respectively.

6 – Intangibles, Net

The components of intangible assets, net were as follows:

(Dollars in millions) June 30, 2025 December 31, 2024

Developed and Acquired Technology, Net of Accumulated Amortization of $ 606 at June 30, 2025 and $ 592 at December 31, 2024

Trade Names, Net of Accumulated Amortization of $ 222 at June 30, 2025 and $ 201 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 828 at June 30, 2025 and $ 793 at December 31, 2024

Amortization expense was $ 15 million and $ 29 million in the three and six months ended June 30, 2025, respectively, and $ 41 million and $ 82 million in the three and six months ended June 30, 2024, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

(Dollars in millions) September 30, 2025 December 31, 2024

Developed and Acquired Technology, Net of Accumulated Amortization of $ 610 at September 30, 2025 and $ 592 at December 31, 2024

Trade Names, Net of Accumulated Amortization of $ 232 at September 30, 2025 and $ 201 at December 31, 2024

Intangibles, Net of Accumulated Amortization of $ 842 at September 30, 2025 and $ 793 at December 31, 2024

Amortization expense was $ 15 million and $ 44 million in the three and nine months ended September 30, 2025, respectively, and $ 43 million and $ 125 million in the three and nine months ended September 30, 2024, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

The decrease in amortization expense was primarily due to full amortization of certain intangible assets as of December 31, 2024.

7 – Borrowings and Other Debt Obligations

(Dollars in millions) June 30, 2025 December 31, 2024

(Dollars in millions) September 30, 2025 December 31, 2024

Current portion of 8.625 % Senior Notes due 2030 “2030 Senior Notes”

Current Portion of Finance Leases 26 17

14 unchanged sentences

On December 1, 2022, the indenture related to our 2030 Senior Notes was amended and supplemented to add Weatherford International, LLC (“Weatherford Delaware”) as co-issuer and co-obligor, and concurrently release the guarantee of Weatherford Delaware.

In the second quarter of 2025 and for the six months ended June 30, 2025, we repurchased $ 27 million and $ 61 million in principal, respectively, of our 2030 Senior Notes.

At June 30, 2025, the carrying value represents the remaining unpaid principal of $ 1.54 billion, offset by unamortized deferred issuance cost of $ 10 million.

In the third quarter of 2025 and for the nine months ended September 30, 2025, we repurchased nil and $ 61 million in principal, respectively, of our 2030 Senior Notes.

At September 30, 2025, the carrying value represents the remaining unpaid principal of $ 1.54 billion, offset by unamortized deferred issuance cost of $ 10 million.

At December 31, 2024, the carrying value represented the remaining principal of $ 1.6 billion, offset by unamortized deferred issuance cost of $ 11 million.

On September 22, 2025, we commenced a cash tender offer (the “Tender Offer”) for up to $ 1.3 billion in aggregate principal amount of our 2030 Senior Notes.

On October 7, 2025, the early tender settlement date for the Tender Offer, we purchased $ 893 million aggregate principal amount of the 2030 Senior Notes.

The Tender Offer expired on October 21, 2025.

The details of these transactions can be found in “Note 14 - Subsequent Events”.

On October 20, 2025, the Company issued a notice to redeem 2030 Senior Notes in an aggregate principal amount of $ 407 million, representing the amount of the Tender Offer that remained unsubscribed at its expiration date.

The redemption will be funded using $ 100 million of cash on hand and proceeds from the issuance of the 2033 Senior Notes (as defined below) on October 6, 2025.

Pursuant to the Company’s accounting policy election, if the Company has the ability and intent to repay long-term debt within the next year with cash on hand the amount of long-term debt expected to be repaid is re-classified to current portion of long-term debt.

As such, $ 100 million of the 2030 Senior Notes was reclassified to current as of September 30, 2025.

The details of these transactions can be found in “Note 14 - Subsequent Events”.

2033 Senior Notes

On October 6, 2025, Weatherford Bermuda issued 6.75 % senior notes in aggregate principal amount of $ 1.2 billion maturing on October 15, 2033 (the “2033 Senior Notes”) in a private offering.

The details of this transaction can be found in “Note 14 - Subsequent Events”.

Credit Agreement

2 unchanged sentences

The Credit Agreement is guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries.

At June 30, 2025 and December 31, 2024, the Credit Agreement allowed for a total commitment amount of $ 720 million, maturing on October 24, 2028.

At December 31, 2024, the Credit Agreement allowed for a total commitment amount of $ 720 million, maturing on October 24, 2028.

Financial covenants in the Credit Agreement include a $ 250 million minimum liquidity covenant (which may increase up to $ 400 million dependent on the nature of transactions we may decide to enter into), a minimum interest coverage ratio of 2.50 to 1.00, a maximum total net leverage ratio of 3.50 to 1.00, and a maximum secured net leverage ratio of 1.50 to 1.00.

As of June 30, 2025, we had zero borrowings outstanding under the Credit Agreement and $ 412 million of letters of credit outstanding.

The letters of credit consisted of $ 253 million for performance letters of credit, $ 6 million for financial letters of credit under the Credit Agreement and $ 153 million letters of credit under various uncommitted bi-lateral facilities ($ 48 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of December 31, 2024, we had zero borrowings outstanding under the Credit Agreement and $ 382 million of letters of credit outstanding.

The letters of credit consisted of $ 279 million for performance letters of credit, $ 12 million for financial letters of credit under the Credit Agreement and $ 91 million letters of credit under various uncommitted bi-lateral facilities ($ 49 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

On September 18, 2025, we amended the Credit Agreement to (i) allow for an increase in total commitment amount from $ 720 million to $ 1 billion comprised of $ 600 million to be used either for revolving loans or financial letters of credit and $ 400 million to be used for performance letters of credit, (ii) extend the maturity date to the earlier of September 18, 2030 or January 29, 2030 if more than $ 200 million of 2030 Senior Notes or Permitted Refinancing Indebtedness are outstanding on that date and (iii) include an accordion feature that will allow for further increases of commitments up to $ 1.15 billion.

As of September 30, 2025, under the Credit Agreement we had zero borrowings, $ 6 million in financial letters of credit and $ 255 million in performance letters of credit outstanding.

Additionally as of September 30, 2025, we had $ 179 million letters of credit under various uncommitted bi-lateral facilities ($ 48 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of December 31, 2024, under the Credit Agreement we had zero borrowings, $ 12 million in financial letters of credit and $ 279 million in performance letters of credit outstanding.

Additionally as of December 31, 2024, we had $ 91 million of letters of credit under various uncommitted bi-lateral facilities ($ 49 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

The fair value of our long-term debt fluctuates with changes in applicable interest rates among other factors.

2 unchanged sentences

The table below presents the fair value and carrying value of our long-term debt (excluding finance leases).

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in millions) Carrying Value Fair Value Carrying Value Fair Value

8 unchanged sentences

9 – Shareholders’ Equity

Shares issued and outstanding on our Condensed Consolidated Balance Sheets decreased from 72.1 million as of December 31, 2024 to 71.8 million as of June 30, 2025.

Shares issued and outstanding on our Condensed Consolidated Balance Sheets decreased from 72.1 million as of December 31, 2024 to 71.7 million as of September 30, 2025.

The decrease was due to the cancellation of 1.7 million of our ordinary shares repurchased for $ 94 million.

The decrease was partially offset by the issuance of 1.3 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes.

During the six months ended June 30, 2025, we declared and paid $ 36 million in dividends and accrued an immaterial amount of dividend equivalent rights on share-based awards.

The following summarizes our shareholders’ equity activity for the three and six months ended June 30, 2025 and 2024:

During the nine months ended September 30, 2025, we declared and paid $ 54 million in dividends and accrued an immaterial amount of dividend equivalent rights on share-based awards.

The following summarizes our shareholders’ equity activity for the three and nine months ended September 30, 2025 and 2024:

(Dollars in millions) Ordinary Shares Par Value Capital in Excess of Par Value Retained

23 unchanged sentences

71.8 $ — $ 2,810 $ ( 1,311 ) $ 11 $ 9 $ 1,519

Net Income — — — 81 — 6 87

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes — — 10 — — — 10

Share Repurchases ( 0.1 ) — ( 7 ) — — — ( 7 )

Dividends Declared ($ 0.25 per share) (1)

— — — ( 19 ) — — ( 19 )

Distributions to Noncontrolling Interests

— — — — — ( 8 ) ( 8 )

Other Comprehensive Loss — — — — ( 13 ) — ( 13 )

— — ( 2 ) — — — ( 2 )

Balance at September 30, 2025

71.7 $ — $ 2,811 $ ( 1,249 ) $ ( 2 ) $ 7 $ 1,567

(1) Includes dividend equivalent rights on share-based awards.

21 unchanged sentences

73.2 $ — $ 2,997 $ ( 1,717 ) $ ( 52 ) $ 12 $ 1,240

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the six months ended June 30, 2025 and 2024:

— — — 157 — 9 166

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes

Share Repurchases ( 0.5 ) — ( 50 ) — — — ( 50 )

Dividends Declared ($ 0.25 per share) (1)

— — — ( 19 ) — — ( 19 )

Other Comprehensive Income — — — — 20 — 20

Distributions to Noncontrolling Interests

— — — — — ( 10 ) ( 10 )

Balance at September 30, 2024

72.7 $ — $ 2,956 $ ( 1,579 ) $ ( 32 ) $ 11 $ 1,356

(1) Includes dividend equivalent rights on share-based awards.

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2025 and 2024:

(Dollars in millions) Currency Translation Adjustment Defined Benefit Pension Total

2 unchanged sentences

Other Comprehensive Income 146 2 148

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 10 ) $ 8 $ ( 2 )

Balance at December 31, 2023

1 unchanged sentence

Other Comprehensive Loss ( 4 ) — ( 4 )

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 47 ) $ 15 $ ( 32 )

1 unchanged sentence

A reconciliation of the number of shares used for the basic and diluted income per share calculation was as follows:

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

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

(Dollars and shares in millions, except per share amounts) 2025 2024 2025 2024

Net Income Attributable to Weatherford $ 81 $ 157 $ 293 $ 394

Impact of Acquisition Contingent Consideration (1)

Net Income Attributable to Weatherford and Available to Shareholders

$ 81 $ 155 $ 293 $ 394

Basic Weighted Average Shares Outstanding 71.9 73.2 72.4 73.1

1 unchanged sentence

0.3 1.9 0.3 1.9

Dilutive Effect of Acquisition Contingent Consideration (1)

Diluted Weighted Average Shares Outstanding 72.2 75.2 72.7 75.0

7 unchanged sentences

0.7 0.3 0.6 0.4

Basic income per share for all periods presented equals net income divided by our weighted average shares outstanding during the period.

(1) During the three months ended September 30, 2024, diluted income per share included the maximum potentially dilutive shares contingently issuable for an acquisition consideration, the value of which was adjusted out of Net Income Attributable to Weatherford in calculating diluted income per share

Basic income per share for all periods presented equals net income available to shareholders divided by our weighted average shares outstanding during the period.

Diluted income per share is computed by dividing net income available to shareholders by our weighted average shares outstanding during the period including potential dilutive ordinary shares.

1 unchanged sentence

11 – Income Taxes

We recognized a tax expense of $ 46 million and $ 56 million for the three and six months ended June 30, 2025, respectively, compared to three and six months ended June 30, 2024 where we recognized a tax expense of $ 73 million and $ 132 million, respectively.

Income tax expense was lower in the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to decreased earnings before taxes and the recognition of a benefit from previously uncertain tax positions of $ 26 million recognized in the first quarter of 2025.

We recognized a tax expense of $ 52 million and $ 108 million for the three and nine months ended September 30, 2025, respectively, compared to three and nine months ended September 30, 2024 where we recognized a tax expense of $ 12 million and $ 144 million, respectively.

Income tax expense was higher in the three months ended September 30, 2025 compared to the same period in 2024 as the third quarter of 2024 was lower by $ 51 million due to the release of valuation allowances and the recognition of a benefit from previously uncertain tax positions, partially offset by decreased earnings before taxes.

Income tax expense was lower in the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the decreased earnings before tax, partially offset by the release of valuation allowance in the 2024 period.

We calculate our income tax provision using the estimated annual effective tax rate method in accordance with Accounting Standards Codification “ASC” 740 - Income Taxes.

5 unchanged sentences

We routinely undergo tax examination in various jurisdictions.

We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financia l statements.

As of June 30, 2025, we anticipate that it is reasonably possible that our uncertain tax positions of $ 268 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $ 91 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

On July 4, 2025 the “One Big Beautiful Bill Act” was enacted in the United States.

The bill is expected to have an immaterial impact on the Company through tax savings.

We cannot predict the timing or outcome regarding resolution of these tax examinations or if they will have a material impact on our financial statements.

As of September 30, 2025, we anticipate that it is reasonably possible that our uncertain tax positions of $ 283 million, including interest and penalties offset by net operating losses and other tax attributes if settled, may decrease by up to $ 92 million in the next twelve months due to expiration of statutes of limitations, settlements and/or conclusions of tax examinations.

12 – Credit Default Swap

2 unchanged sentences

Under the terms of the CDS, within five business days upon notification of a default by the customer, we could be required to pay the then outstanding notional balance net of recoveries.

As of June 30, 2025, we had a notional balance of $ 20 million outstanding under the CDS and as of December 31, 2024, we had a notional balance of $ 25 million outstanding.

The fair value of the derivative was not material as of June 30, 2025 and December 31, 2024.

As of September 30, 2025, we had a notional balance of $ 17 million outstanding under the CDS and as of December 31, 2024, we had a notional balance of $ 25 million outstanding.

The fair value of the derivative was not material as of September 30, 2025 and December 31, 2024.

A CDS was entered into during the fourth quarter of 2023 with the same parties for similar reasons as in the fourth quarter of 2024, and accordingly, in the first quarter of 2024, we received $ 142 million.

8 unchanged sentences

dollars from Argentina through the purchase and sale of securities.

During the third quarter of 2025 we completed a series of BCS transactions that resulted in an immaterial impact to our financial statements.

No BCS transactions were entered into in the third quarter of 2024.

During the second quarter of 2025 and 2024, we completed a series of BCS transactions at implied exchange rates that were approximately 1 % and 26 % higher, respectively, than the official exchange rate, resulting in a loss of $ 1 million and $ 10 million, respectively.

2 unchanged sentences

14 – Subsequent Events

On July 17, 2025, our Board of Directors declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on September 4, 2025 to shareholders of record as of August 6, 2025.

Declaration of cash dividend

On October 15, 2025, our Board of Directors declared a cash dividend of $ 0.25 per share of the Company’s ordinary shares, payable on December 4, 2025 to shareholders of record as of November 6, 2025.

2033 Senior Notes Offering and Tender Offer for 2030 Senior Notes

On October 6, 2025, Weatherford Bermuda issued $ 1.2 billion in aggregate principal amount of 6.75 % senior notes due October 15, 2033 in a private offering.

Interest on the 2033 Senior Notes is payable semiannually on April 15th and October 15th of each year, beginning on April 15, 2026 at a rate of 6.75 % per year.

The 2033 Senior Notes will mature on October 15, 2033.

The 2033 Senior Notes are guaranteed by the Company and other subsidiary guarantors.

The Company intends to use the net proceeds from the offering, along with cash on hand of $ 100 million, to fund its cash tender offer for up to $ 1.3 billion aggregate principal amount of our 2030 Senior Notes.

On October 7, 2025, the early settlement date for the Tender Offer, the Company used a portion of the net proceeds from the issuance of 2033 Senior Notes to purchase $ 893 million aggregate principal amount of 2030 Senior Notes at applicable prices, plus accrued and unpaid interest of $ 27 million and an early tender premium of $ 21 million.

The tender offer expired October 21, 2025.

The redemption will be funded using $ 100 million of cash on hand and the remaining proceeds from the issuance of the 2033 Senior Notes.

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