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Item 1. Financial Statements

2026-04-22 compared with 2025-10-22 · 79 added, 235 removed, 326 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(Dollars and shares in millions, except per share amounts) 2026 2025

2 unchanged sentences

Total Revenue

1,232 1,409 3,629 4,172

Costs and Expenses:

3 unchanged sentences

Selling, General and Administrative 168 161

Gain on Sale of Business — — ( 70 ) —

Restructuring Charges

3 unchanged sentences

Other Expense:

Interest Expense, Net of Interest Income of $ 11 , $ 13 , $ 36 and $ 44

Interest Expense, Net of Interest Income of $ 10 , $ 11

( 17 ) ( 26 )

Loss on Blue Chip Swap Securities — — ( 1 ) ( 10 )

Other Expense, Net ( 1 ) ( 20 )

Income Before Income Taxes 105 96

Income Tax Provision ( 52 ) ( 12 ) ( 108 ) ( 144 )

Income Tax Benefit (Provision) 4 ( 10 )

Net Income 109 86

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(Dollars in millions) 2026

1 unchanged sentence

Foreign Currency Translation Adjustments ( 13 ) 96

Defined Benefit Pension Activity 2 — 2 —

Comprehensive Income 96 182

1 unchanged sentence

Comprehensive Income Attributable to Weatherford

$ 68 $ 177 $ 441 $ 390

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

(Dollars and shares in millions, except par value) March 31, 2026

December 31, 2025

1 unchanged sentence

Restricted Cash 38 55

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

Accounts Receivable, Net of Allowance for Credit Losses of $ 12 at March 31, 2026 and $ 10 at December 31, 2025

Inventories, Net 824 836

1 unchanged sentence

Total Current Assets 3,275 3,372

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

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,189 at March 31, 2026 and $ 1,150 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 842 at March 31, 2026 and $ 828 at December 31, 2025

Operating Lease Assets 119 128

15 unchanged sentences

Ordinary Shares - Par Value $ 0.001 ;

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

Authorized 1,356 shares, Issued and Outstanding 71.9 shares at March 31, 2026 and 71.6 at December 31, 2025

Capital in Excess of Par Value 2,799 2,815

Retained Deficit ( 1,041 ) ( 1,129 )

Accumulated Other Comprehensive Loss ( 2 ) ( 150 )

Accumulated Other Comprehensive Income — 13

Shareholders’ Equity

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions) 2026 2025

3 unchanged sentences

Depreciation and Amortization 70 62

Foreign Exchange Losses

Loss on Blue Chip Swap Securities 1 10

Foreign Exchange (Gains) Losses

Gain on Disposition of Assets

Gain on Sale of Business

Deferred Income Tax Provision 9 7

2 unchanged sentences

Accounts Receivable

( 17 ) ( 131 )

Accounts Payable

( 21 ) ( 74 )

Accrued Salaries and Benefits

5 unchanged sentences

Proceeds from Disposition of Assets 3 1

Proceeds from Sale of Business

Purchases of Blue Chip Swap Securities

( 103 ) ( 50 )

Proceeds from Sales of Blue Chip Swap Securities

Business Acquisitions, Net of Cash Acquired

Proceeds from Sale of Investments

Other Investing Activities

2 unchanged sentences

Repayments of Long-term Debt

( 80 ) ( 264 )

Distributions to Noncontrolling Interests

( 16 ) ( 19 )

Tax Remittance on Equity Awards Vested ( 17 ) ( 20 )

12 unchanged sentences

Income Taxes Paid, Net of Refunds $ 40 $ 30

844,702 Ordinary Shares Issued for Acquisitions

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

16 unchanged sentences

Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2025 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 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 September 30, 2025

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 346 $ 468 $ 326 $ 92 $ 1,232

Direct Costs (a)

( 216 ) ( 285 ) ( 223 )

Other Expense (b)

( 47 ) ( 58 ) ( 44 )

DRE Segment Adjusted EBITDA 83 83

WCC Segment Adjusted EBITDA 125 125

PRI Segment Adjusted EBITDA 59 59

Corporate ( 12 )

Depreciation and Amortization ( 67 )

Share-based Compensation

Restructuring Charges

Other Charges, Net

Operating Income $ 178

(a) Segment cost of sales and direct operating costs.

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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 .

Three Months Ended September 30, 2024

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 435 $ 509 $ 371 $ 94 $ 1,409

Direct Costs (a)

( 270 ) ( 296 ) ( 242 )

Other Expense (b)

( 54 ) ( 62 ) ( 46 )

DRE Segment Adjusted EBITDA 111 111

WCC Segment Adjusted EBITDA 151 151

PRI Segment Adjusted EBITDA 83 83

Corporate ( 13 )

Depreciation and Amortization ( 89 )

Share-based Compensation

Other Charges, Net ( 13 )

Operating Income $ 243

(a) Segment cost of sales and direct operating costs.

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Reportable Segments All

16 unchanged sentences

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

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

Three Months Ended March 31,

(Dollars in millions) 2026 2025

Depreciation and Amortization:

$ 21 $ 29 $ 61 $ 84

Corporate and Other

4 unchanged sentences

Total Capital Expenditures $ 54 $ 77

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

(Dollars in millions) March 31, 2026 December 31, 2025

Total Assets:

3 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, the U.S.

accounted for 22 % and 23 %, respectively, and the Kingdom of Saudi Arabia accounted for 13 % in each period, 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 March 31, 2026 and December 31, 2025.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of March 31, 2026 and December 31, 2025.

(Dollars in millions) March 31, 2026 December 31, 2025

North America (a)

6 unchanged sentences

(b) Corporate assets not allocated by geography are excluded from this total.

Sale of Business

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 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 $ 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.

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.

Equipment rental revenues were $ 18 million in the three months ended March 31, 2026, and $ 35 million for the three months ended March 31, 2025.

During the three months ended March 31, 2026, the U.S.

and the Kingdom of Saudi Arabia accounted for 13 % and 10 % of total revenue, respectively.

During the three months ended March 31, 2025, the U.S.

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

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

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

Three Months Ended March 31,

(Dollars in millions) 2026 2025

1 unchanged sentence

North America (a)

$ 243 $ 266 $ 734 $ 785

International

989 1,143 2,895 3,387

Middle East/North Africa/Asia 476 503

6 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 September 30, 2025 and December 31, 2024:

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

The following table summarizes these balances as of March 31, 2026 and December 31, 2025:

(Dollars in millions) March 31, 2026 December 31, 2025

Receivables for Product and Services in Accounts Receivable, Net $ 1,142 $ 1,209

6 unchanged sentences

4 – Restructuring Charges

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.

Restructuring charges were $ 13 million and $ 29 million in the three months ended March 31, 2026 and March 31, 2025, respectively, and are 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 $ 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.

Restructuring liabilities were $ 24 million as of March 31, 2026 and $ 22 million as of December 31, 2025, respectively.

Of the restructuring liabilities, $ 21 million and $ 19 million are recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

The remaining $ 3 million at both March 31, 2026 and December 31, 2025 is recorded in “Other Non-Current Liabilities” on the accompanying Consolidated Balance Sheets.

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 nine months ended September 30, 2025 and 2024:

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

The following table presents total restructuring charges by segment and Corporate and Other in the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(Dollars in millions) 2026 2025

DRE $ 4 $ — $ 13 $ 2

All Other 1 ( 3 ) 16 ( 2 )

Corporate and Other

Total Restructuring Charges $ 13 $ 29

5 – Inventories, Net

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

Inventories are reported net of reserves of $ 124 million and $ 118 million as of March 31, 2026 and December 31, 2025, respectively, and are presented by category in the table below:

(Dollars in millions) March 31, 2026 December 31, 2025

Finished Goods $ 725 $ 742

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 $ 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.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 11 million and $ 5 million during the three months ended March 31, 2026 and March 31, 2025, respectively.

6 – Intangibles, Net

The components of intangible assets, net were as follows:

(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.

(Dollars in millions) March 31, 2026 December 31, 2025

Developed and Acquired Technology, Net of Accumulated Amortization of $ 589 at March 31, 2026 and $ 586 at December 31, 2025

Trade Names, Net of Accumulated Amortization of $ 253 at March 31, 2026 and $ 242 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 842 at March 31, 2026 and $ 828 at December 31, 2025

Amortization expense was $ 15 million and $ 14 million for the three months ended March 31, 2026, and March 31, 2025, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

7 – Borrowings and Other Debt Obligations

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

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

(Dollars in millions) March 31, 2026 December 31, 2025

Current Portion of Finance Leases $ 31 $ 30

2 unchanged sentences

$ 1,181 $ 1,181

8.625 % Senior Notes due 2030 “2030 Senior Notes”

Finance Leases

Long-term Debt $ 1,453 $ 1,455

2028 Senior Secured Notes

On September 30, 2021, Weatherford International Ltd.

(“Weatherford Bermuda”) issued 6.50 % senior secured notes in aggregate principal amount of $ 500 million maturing September 15, 2028 (the “2028 Senior Secured Notes”).

Interest was payable semiannually on September 15 and March 15 of each year, and commenced on March 15, 2022.

Proceeds from the issuance were reduced by debt issuance costs.

As of June 30, 2024, we fully redeemed the remaining principal of our 2028 Senior Secured Notes.

2030 Senior Notes

On October 27, 2021, Weatherford Bermuda issued 8.625 % senior notes in aggregate principal amount of $ 1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”).

Interest is payable semiannually on June 1 and December 1 of each year, and commenced on June 1, 2022.

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 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”.

On October 27, 2021, Weatherford International Ltd.

“(Weatherford Bermuda”) issued 8.625 % senior notes in aggregate principal amount of $ 1.6 billion maturing April 30, 2030 (the “2030 Senior Notes”).

Interest on the 2030 Senior Notes is payable semiannually on June 1 and December 1 of each year, and commenced on June 1, 2022.

On December 1, 2022, the indenture related to our 2030 Senior Notes was amended and supplemented to add Weatherford International, LLC (now Weatherford US Holding, LLC following a name change effective March 19, 2026, “Weatherford Delaware”) as co-issuer and co-obligor, and concurrently release the guarantee of Weatherford Delaware.

At March 31, 2026 and December 31, 2025, the carrying value represented the remaining unpaid principal of $ 236 million, offset by unamortized deferred issuance cost of $ 2 million.

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”.

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”).

Interest on the 2033 Senior Notes is payable semiannually on April 15th and October 15th of each year, beginning on April 15, 2026.

On October 24, 2025, the indenture related to our 2033 Senior Notes was amended and supplemented to add Weatherford Delaware as co-issuer and co-obligor, and concurrently released the guarantee of Weatherford Delaware.

At March 31, 2026 and December 31, 2025, the carrying value represented the remaining unpaid principal of $ 1.2 billion, offset by unamortized deferred issuance cost of $ 19 million.

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

At March 31, 2026 and December 31, 2025, the Credit Agreement allowed for a total commitment amount of $ 1 billion, maturing on the earlier of (a) September 18, 2030 and (b) to the extent that more than $ 200 million of 2030 Senior Notes or Permitted Refinancing Indebtedness in respect thereof is outstanding on such date, the date that is 91 days prior to the stated maturity date of the 2030 Senior Notes or any Permitted Refinancing Indebtedness in respect thereof.

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.

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 March 31, 2026, under the Credit Agreement we had zero borrowings, $ 7 million in financial letters of credit and $ 257 million in performance letters of credit outstanding.

Additionally as of March 31, 2026, we had $ 193 million letters of credit under various uncommitted bi-lateral facilities ($ 32 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

As of December 31, 2025, under the Credit Agreement we had zero borrowings, $ 7 million in financial letters of credit and $ 245 million in performance letters of credit outstanding.

4 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

1 unchanged sentence

$ 234 $ 241 $ 234 $ 242

6.75 % Senior Notes due 2033

$ 1,181 $ 1,226 $ 1,181 $ 1,226

Long-Term Debt (excluding Finance Leases) $ 1,415 $ 1,467 $ 1,415 $ 1,468

5 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 71.7 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 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:

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 71.6 million as of December 31, 2025 to 71.9 million as of March 31, 2026.

The increase was due to the issuance of 0.4 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, partially offset by the cancellation of 0.1 million of our ordinary shares repurchased for $10 million.

During the three months ended March 31, 2026, we declared and paid $ 20 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 months ended March 31, 2026 and 2025:

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

10 unchanged sentences

— — — ( 20 ) — — ( 20 )

Other Comprehensive Income — — — — 96 — 96

Balance at March 31, 2025

72.6 $ — $ 2,834 $ ( 1,428 ) $ ( 54 ) $ 8 $ 1,360

Net Income — — — 136 — 9 145

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

Share Repurchases ( 0.8 ) — ( 34 ) — — — ( 34 )

Dividends Declared ($ 0.25 per share) (1)

— — — ( 19 ) — — ( 19 )

Distributions to Noncontrolling Interests

— — — — — ( 8 ) ( 8 )

Other Comprehensive Income — — — — 65 — 65

Balance at June 30, 2025

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 )

— — — — — 3 3

Balance at September 30, 2025

Balance at March 31, 2026

71.9 $ — $ 2,799 $ ( 1,041 ) $ — $ 1 $ 1,759

9 unchanged sentences

1.3 — ( 34 ) — — — ( 34 )

Other Comprehensive Loss

— — — — ( 24 ) — ( 24 )

Equity Issued for Acquisitions

0.8 — 75 — — — 75

Balance at March 31, 2024

73.2 $ — $ 2,985 $ ( 1,842 ) $ ( 52 ) $ 9 $ 1,100

— — — 125 — 12 137

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

— — 12 — — — 12

Distributions to Noncontrolling Interests

— — — — — ( 9 ) ( 9 )

Balance at June 30, 2024

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

— — — 157 — 9 166

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

Share Repurchases ( 0.8 ) ( 53 ) — — ( 53 )

2 unchanged sentences

Other Comprehensive Income

Distributions to Noncontrolling Interests

— — — — 96 — 96

Balance at September 30, 2024

Balance at March 31, 2025

72.6 $ — $ 2,834 $ ( 1,428 ) $ ( 54 ) $ 8 $ 1,360

(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:

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the three months ended March 31, 2026 and 2025:

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

1 unchanged sentence

$ 1 $ 12 $ 13

Other Comprehensive Income 146 2 148

Balance at September 30, 2025

Other Comprehensive Loss ( 13 ) — ( 13 )

Balance at March 31, 2026

$ ( 12 ) $ 12 $ —

1 unchanged sentence

$ ( 156 ) $ 6 $ ( 150 )

Other Comprehensive Loss ( 4 ) — ( 4 )

Balance at September 30, 2024

Other Comprehensive Income 96 — 96

Balance at March 31, 2025

$ ( 60 ) $ 6 $ ( 54 )

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 September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars and shares in millions, except per share amounts) 2026 2025

Net Income Attributable to Weatherford $ 108 $ 76

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 73.1

Dilutive Effect of Awards Granted in Stock Incentive Plan

0.3 1.9 0.3 1.9

Dilutive Effect of Acquisition Contingent Consideration (1)

Diluted Weighted Average Shares Outstanding 72.2 73.4

4 unchanged sentences

Equity Awards

0.7 0.3 0.6 0.4

Total Antidilutive Weighted Average Shares

0.7 0.3 0.6 0.4

(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.

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11 – Income Taxes

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 recognized a tax benefit of $ 4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 where we recognized a tax expense of $ 10 million.

Income tax expense was lower in the three months ended March 31, 2026 compared to the first quarter of 2025 primarily due to increased recognition of benefits from previously uncertain tax positions.

The recognized amounts for first quarters of 2026 and 2025 were $ 44 million and $ 26 million, respectively.

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

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This is partially offset by the utilization of previously unbenefited deferred tax assets, such as net operating loss carryforwards.

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 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

During the fourth quarter of 2024, we entered into a credit default swap (“CDS”) with a third-party financial institution terminating in September of 2026 related to a secured loan between that third-party financial institution and our largest customer in Mexico.

The secured loan was utilized by this customer to pay certain of our outstanding receivables and accordingly, in the fourth quarter of 2024, we received $ 25 million.

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 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.

The agreement was terminated in the third quarter of 2024, extinguishing the remaining notional balance.

13 – Blue Chip Swap Securities - Argentina

The functional currency for our Argentine operations is the U.S.

dollar and we use Argentina’s official exchange rate to remeasure our Argentine peso-denominated net monetary assets into U.S.

dollars at each balance sheet date.

The Central Bank of Argentina has maintained certain currency controls that limit our ability to access U.S.

dollars in Argentina and remit cash from our Argentine operations.

As such, we have used an indirect foreign exchange mechanism known as a Blue Chip Swap (“BCS”) which allows entities to remit U.S.

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.

We continue to use the official exchange rate for remeasurement of our Argentine peso-denominated net monetary assets under U.S.

GAAP as the BCS rates do not meet the criteria for remeasurement under U.S.

We are continuously under tax examination in various jurisdictions and cannot predict the timing or outcome regarding the resolutions or if they will have a material impact on our financial statements.

12 – Subsequent Events

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.

On April 16, 2026, our Board of Directors declared a cash dividend of $ 0.275 per share of the Company’s ordinary shares, payable on June 4, 2026 to shareholders of record as of May 6, 2026.

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