What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-22 compared with 2025-10-22 · 142 added, 227 removed, 215 unchanged (63% of the section changed)

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Risk Factors.”

Recent Developments

On April 2, 2026, the Company announced its proposal to reorganize the Company’s corporate structure through a redomestication of the parent company from Ireland to the United States as a Texas corporation (“Redomestication”).

The proposed redomestication is subject to a number of conditions, including but not limited to the approval by the Company’s shareholders, as well as the sanction of the High Court of Ireland.

If approved, the proposed redomestication is expected to take place during the third quarter of 2026.

Weatherford is a leading global energy services company providing equipment and services used in the drilling, evaluation, well construction, completion, production, intervention and responsible abandonment of wells in the oil and natural gas exploration and production industry as well as new energy platforms.

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Therefore, our financial results can be significantly affected by oil and natural gas prices as well as rig counts.

As shown in the following tables, as of September 30, 2025 oil prices and rig counts were notably lower than at September 30, 2024.

The drop in oil prices and rig counts since September 30, 2024 has coincided with reduced activity levels across our industry.

Henry Hub natural gas prices increased as of September 30, 2025 compared to September 30, 2024.

Gas production additions were sourced from a backlog of drilled but uncompleted wells and deferred start-ups.

In addition to the impact of lower oil prices, there may be future impacts and effects on our industry or us relating to the U.S.

Presidential administration and Congress, in areas such as trade policy and tariffs, global conflicts and sanctions, environmental regulations and others.

For example, the U.S.

Presidential administration announced sweeping new tariffs in early 2025 that prompted retaliatory actions by affected countries.

Various modifications and delays have been announced to some of the new tariffs and further changes are expected to be made in the future.

Since the tariff announcements, energy markets have been volatile.

Trade disputes have had, and may continue to have, an adverse impact on the overall macroeconomic environment and may result in supply chain challenges and heightened economic pressure on our customers.

The Company continues to monitor these developments, however the future impact and timing of these changes on our business remains uncertain and will depend on several factors, including whether additional or incremental tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures.

In addition, the Company is actively pursuing strategies to mitigate the impact of tariffs on our results of operations, including supplier negotiations, evaluation of sourcing options, including foreign zones and bonded warehouses where feasible, development of tools to monitor and address tariff impact during the quoting process, seeking compensation from customers for tariffs, pursuing trade agreement certifications and exemptions, and supporting industry association advocacy for consideration of oilfield services products in trade negotiations.

However, it is uncertain whether the actions taken or contemplated to be taken by the Company will be effective in mitigating the impact of current and future trade restrictions on the Company’s results of operations.

As shown in the following tables, as of three months ended March 31, 2026, the average WTI oil price was flat compared to three months ended March 31, 2025 while the average Brent crude oil and Henry Hub natural gas prices were higher than during the three months ended March 31, 2025.

Average rig counts decreased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Oil and natural gas prices have experienced increased volatility and upward pressure in response to escalating geopolitical conflict involving Iran, the U.S.

and Israel (“Iran Conflict”).

The Iran Conflict, which began on February 28, 2026, has caused the WTI oil price to increase from $66.96 per barrel on February 27, 2026 to $102.86 per barrel on March 31, 2026 averaging $90.84 per barrel for the month of March and Brent crude oil price to increase from $71.32 per barrel on February 27, 2026 to $126.69 per barrel on March 31, 2026 averaging $102.01 per barrel for the month of March.

Despite the higher oil prices, the Iran Conflict may have an adverse impact on exploration and production spending in the Middle East during the period of the conflict and could lead to significant disruption of global energy supplies, adversely affect global supply chains, energy markets and overall macroeconomic conditions.

Developments in global trade policy, tariffs, geopolitical conflicts, sanctions, and regulation have affected and may continue to affect our industry.

In February 2026, the U.S.

Supreme Court ruled that certain tariffs were unlawful, invalidating the statutory basis for certain incremental tariffs enacted since February 2025, and remanded related matters to the Court of International Trade.

Following this ruling, the U.S.

presidential administration announced new tariffs under alternative authorities, furthering uncertainty regarding the scope, duration, and potential modification or suspension of existing and future tariffs, as well as possible retaliatory actions.

We have filed a claim for a refund of certain tariffs with the Court of International Trade and are monitoring the situation closely for further information about how the U.S.

government intends to proceed.

Our first quarter 2026 financial results do not include potential benefits of a refund being received related to the forementioned tariffs.

The table below shows the average oil and natural gas prices for West Texas Intermediate (“WTI”), Brent North Sea (“Brent”) crude oil and Henry Hub natural gas.

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Oil price - WTI (1)

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The table below shows historical average rig counts based on the weekly Baker Hughes Company rig count information.

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

North America 749 803

International (1)

1,080 1,151 1,085 1,171

Worldwide 1,832 1,900

(1) Prior period international rig count figures were adjusted by Baker Hughes in the third quarter of 2025.

(1) Prior period international rig count figures were retroactively adjusted by Baker Hughes in the third quarter of 2025.

Iran Conflict

The Iran Conflict, which began in February 2026, has and could continue to significantly disrupt the global oil and gas supply-demand balance, increase commodity price volatility and heighten uncertainty in regional operating conditions.

We continue to evaluate our operations and business exposure, with a priority on the safety and well‑being of our employees, operating in compliance with applicable laws and sanctions, and performing under existing contracts with customers in the region.

Disruptions to transportation routes, higher logistics and insurance costs, and changes in customer activity levels or project timing could affect our operating results, liquidity, and cash flows, particularly if conditions persist or escalate.

While the situation remains fluid, adverse impacts can continue in future periods.

We will continue to monitor developments and assess potential impacts on our business and financial position.

Russia Ukraine Conflict

In February 2022, the military conflict between Russia and Ukraine (“Russia Ukraine Conflict”) began and in response we evaluated, and continue to evaluate, our operations, with the priority being centered on the safety and well-being of our employees in the impacted regions, as well as operating in full compliance with applicable international laws and sanctions.

Revenues in Russia were approximately 8% and 7% of our total revenues for the three and nine months ended September 30, 2025, respectively, compared to 6% and 5% of our total revenue for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, our Russia operations included $94 million in cash, $151 million in other current assets, $74 million in property, plant and equipment, net and other non-current assets, and $62 million in liabilities.

Revenues in Russia were approximately 7% of our total revenues for the three months ended March 31, 2026, compared to 6% of our total revenue for the three months ended March 31, 2025.

As of March 31, 2026, our Russia operations included $106 million in cash, $149 million in other current assets, $100 million in property, plant and equipment, net and other non-current assets, and $82 million in liabilities.

As of December 31, 2025, our Russia operations included $107 million in cash, $152 million in other current assets, $91 million in property, plant and equipment, net and other non-current assets, and $80 million in liabilities.

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Consolidated Statements of Operations - Operating Summary

Revenues of $1.2 billion and $3.6 billion in the three and nine months ended September 30, 2025, respectively, decreased 13% in both periods compared to $1.4 billion and $4.2 billion in the three and nine months ended September 30, 2024, respectively.

Year-over-year in the third quarter, product revenues decreased 13% and service revenues also decreased 13%.

For the same period, revenues declined in all segments with DRE, PRI and WCC impacting 50%, 25% and 23% of the decrease, respectively, with the remaining decrease due to a modest decline in integrated services and projects.

Year-over-year in the nine months ended September 30, 2025, product revenues decreased 11% and services revenues decreased 14%.

For the same period, revenues declined in all segments with DRE, WCC and PRI impacting 47%, 20% and 19% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects.

Geographically, the year-over-year third quarter revenue decrease was led by a decline in the Latin America, North America, Middle East/North Africa/Asia and Europe/Sub-Sahara Africa/Russia regions, which impacted 81%, 13%, 5% and 1% of the decrease, respectively.

Year-over-year in the nine months ended September 30, 2025, the revenue decrease was led by a decline in the Latin America, North America, Europe/Sub-Sahara Africa/Russia and Middle East/North Africa/Asia regions, which impacted 79%, 9%, 7% and 4% of the decrease.

Year-over-year revenue decreases were primarily caused by a softening of the overall market which drove a decline in activity across segments and geographies.

Operating income of $178 million and $557 million in the three and nine months ended September 30, 2025, respectively, decreased 27% and 25% compared to $243 million and $740 million in the three and nine months ended September 30, 2024, respectively.

The third quarter year-over-year decrease was due to the decline in revenue, with a partial offset from lower cost of products and services and selling general, administrative and research and development costs.

The nine months ended September 30, 2025 year-over-year decrease was due to the decline in revenue, with a partial offset from lower cost of products and services, lower selling general, administrative and research and development costs and a gain on the sale of our pressure pumping business in Argentina.

Cost of products and services of $844 million and $2.5 billion in the three and nine months ended September 30, 2025, respectively, decreased 8% and 7% compared to $917 million and $2.7 billion in the three and nine months ended September 30, 2024, respectively.

The year-over-year decrease was primarily due to decline in product sales and a reduction in headcount leading to lower personnel costs.

Our cost of products and services as a percentage of revenues was 69% in both the three and nine months ended September 30, 2025 compared to 65% in both the three and nine months ended September 30, 2024, respectively.

The higher cost ratio was due to costs decreasing at a slower rate than revenues.

Selling, general, administrative and research and development costs of $196 million and $580 million in the three and nine months ended September 30, 2025, respectively, decreased 17% and 19% compared to $236 million and $719 million in the three and nine months ended September 30, 2024, respectively.

The year-over-year decrease was primarily due to a decline in amortization expense, a decline in the cost of employee incentive programs and a reduction in headcount leading to lower personnel costs.

Selling, general, administrative and research and development costs as a percentage of revenues was 16% in both the three and nine months ended September 30, 2025 compared to 17% in both the three and nine months ended September 30, 2024.

Gain on Sale of Business were nil and $70 million in the three and nine months ended September 30, 2025, respectively, due to the sale of our pressure pumping business in Argentina during the second quarter of 2025.

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.

Revenues of $1.15 billion in the three months ended March 31, 2026, decreased 3% compared to $1.19 billion in the three months ended March 31, 2025.

Year-over-year in the first quarter, product revenues decreased 2% and service revenues decreased 4%.

For the same period, revenues declined in the PRI segment by 11% and in the DRE segment by 8%, while remaining largely flat in the WCC segment.

Integrated services and projects experienced an increase in activity with revenues increasing by 35%.

Geographically, the year-over-year first quarter revenue decrease was led by declines in North America of 12%, Middle East/North Africa/Asia of 5% and Latin America of 7% and partly offset by a revenue increase of 17% in the Europe/Sub-Sahara Africa/Russia region.

Year-over-year revenue decreases were primarily driven by the divestiture of the pressure pumping business in Argentina in the second quarter of 2025 and also impacted by market disruption caused by the Iran Conflict.

Operating income of $123 million in the three months ended March 31, 2026, decreased 13% compared to $142 million in the three months ended March 31, 2025.

The first quarter year-over-year decrease was due to the decline in revenue driven by the divestiture of the pressure pumping business in Argentina and market disruptions caused by the Iran Conflict, with a partial offset from lower restructuring and research and development costs.

Cost of products and services of $812 million in the three months ended March 31, 2026, decreased 1% compared to $819 million in the three months ended March 31, 2025.

The year-over-year decrease was primarily due to a decline in product sales and a reduction in headcount leading to lower personnel costs.

The decrease was partly offset by an increase in depreciation expenses.

Our cost of products and services as a percentage of revenues was 71% in the three months ended March 31, 2026 compared to 69% in the three months ended March 31, 2025.

The higher cost ratio was primarily due to fixed costs decreasing at a slower rate than revenues.

Selling, general, administrative and research and development costs of $189 million in the three months ended March 31, 2026, decreased 1% compared to $190 million in the three months ended March 31, 2025.

Selling, general, administrative and research and development costs as a percentage of revenues was 16% in both the three months ended March 31, 2026 and the three months ended March 31, 2025.

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

See “Note 4 – Restructuring Charges” for additional information.

Other Charges, Net were $3 million and $19 million in the three and nine months ended September 30, 2025, respectively, and $13 million in both the three and nine months ended September 30, 2024.

Other Charges, Net primarily included fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico as well as other miscellaneous charges and credits.

Other Charges, Net were $15 million in the three months ended March 31, 2026 and $13 million in the three months ended March 31, 2025.

Other Charges, Net primarily included legal fees related to the Redomestication in the three months ended March 31, 2026 and primarily included fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico in the three months ended March 31, 2025.

Consolidated Statements of Operations - Non-Operating Summary

Interest Expense, Net

Interest Expense, Net was $23 million and $70 million in the three and nine months ended September 30, 2025, respectively, and $24 million and $77 million in the three and nine months ended September 30, 2024, respectively.

Interest Expense, Net was $17 million in the three months ended March 31, 2026 and $26 million in the three months ended March 31, 2025.

Interest Expense, Net is interest expense net of interest income.

Interest expense was $34 million and $106 million in the three and nine months ended September 30, 2025, respectively, and $37 million $121 million in the three and nine months ended September 30, 2024, respectively.

The decrease was primarily due to the reduction in our outstanding long-term debt.

Interest income was $11 million and $36 million in the three and nine months ended September 30, 2025, respectively, and $13 million and $44 million in the three and nine months ended September 30, 2024, respectively.

The year-over-year decrease was due to a reduction in our cash holdings in Argentina upon execution of the BCS.

See “Note 13 – Blue Chip Swap Securities - Argentina” for additional information.

Loss on Blue Chip Swap Securities

A BCS allows entities to remit U.S.

dollars from operations in Argentina.

During the second quarter of 2025 and 2024, we entered into a series of BCS securities transactions that resulted in a “Loss on Blue Chip Swap Securities” of $1 million in the nine months ended September 30, 2025 and $10 million in the nine months ended September 30, 2024, respectively.

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

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

See “Note 13 – Blue Chip Swap Securities - Argentina” to our Condensed Consolidated Financial Statements for additional details.

Interest expense was $27 million in the three months ended March 31, 2026 and $37 million in the three months ended March 31, 2025.

The decrease was primarily due to a lower interest rate following the refinancing of long-term debt in the fourth quarter of 2025 and the reduction in our outstanding long-term debt.

Interest income was $10 million in the three months ended March 31, 2026 and $11 million in the three months ended March 31, 2025.

Other Expense, Net

Other Expense, Net was $16 million and $60 million in the three and nine months ended September 30, 2025, respectively, and $41 million and $83 million in the three and nine months ended September 30, 2024, respectively.

Other Expense, Net was $1 million in the three months ended March 31, 2026 and $20 million in the three months ended March 31, 2025.

Other Expense, Net primarily represents foreign exchange gains and losses in countries with no or limited markets to hedge, letter of credit fees and other financing charges, including bond redemption premiums partially offset by certain investment gains and losses.

When economically advantageous, we enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency.

When economically advantageous, we enter into foreign currency forward contracts to

mitigate the risk of future cash flows denominated in a foreign currency.

We provide for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries are considered residents for income tax purposes.

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Financial information by segment is summarized below.

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

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Share-based Compensation

Gain on Sale of Business

Restructuring Charges

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(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

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

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Three Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

Revenue $ 346 $ 435 $ (89) (20) %

(216) (270) 54 20 %

Other Expense

(47) (54) 7 13 %

Segment Adjusted EBITDA $ 83 $ 111 $ (28) (25) %

Segment Adj EBITDA Margin 24.0 % 25.5 % n/m (153) bps

Nine Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

($ in Millions) March 31, 2026 March 31, 2025 $

Revenue $ 321 $ 350 $ (29) (8) %

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Segment Adj EBITDA Margin 22.4 % 21.1 % n/m 129 bps

DRE revenues of $346 million and $1,031 million in the three and nine months ended September 30, 2025, decreased $89 million or 20%, and decreased $253 million or 20% compared to $435 million and $1,284 million in the three and nine months ended September 30, 2024, respectively.

Of the third quarter year-over-year revenue decrease, approximately 50% of the decrease was from lower activity in drilling-related services and approximately 40% of the decrease was attributable to a decline in activity for managed pressure drilling.

Geographically, approximately 85% of the revenue decrease was from the Latin America region.

Of the year-to-date year-over-year revenue decrease, approximately 50% of the decrease was from lower activity in drilling-related services and approximately 30% decrease was attributable to a decline in activity for managed pressure drilling.

Geographically, approximately 85% of the revenue decrease was from the Latin America region.

DRE segment adjusted EBITDA of $83 million and $226 million in the three and nine months ended September 30, 2025, decreased $28 million or 25%, and decreased $145 million or 39%, compared to $111 million and $371 million in the three and nine months ended September 30, 2024, respectively.

DRE segment adjusted EBITDA margin was 24.0% and 21.9% in the three and nine months ended September 30, 2025 compared to 25.5% and 28.9% in the three and nine months ended September 30, 2024, respectively.

The third quarter and year-to-date segment adjusted EBITDA decreased year-over-year primarily due to a decline in activity in Latin America.

In the third quarter, both direct costs and other expense decreased along with the decrease in activity.

The rate of decrease for direct costs was the same as the rate of decrease in revenue.

However, the rate of decrease in other expense was lower than rate of decrease in revenue, contributing to the decrease in margin.

Year-to-date, both direct costs and other expense generally decreased in line with the decrease in activity.

However, the rate of decrease in direct costs and other expense was lower than the rate of decrease in revenue, contributing to the decrease in margin.

DRE revenues of $321 million in the three months ended March 31, 2026, decreased $29 million or 8% compared to $350 million in the three months ended March 31, 2025, respectively.

Of the first quarter year-over-year revenue decrease, approximately 55% of the decrease was from lower activity in managed pressure drilling and approximately 45% of the decrease from lower activity in wireline.

Geographically, within the regions with revenue decreases, approximately 40% of the revenue decrease was from Latin America, approximately 35% of the decrease was from Middle East/North Africa/Asia and approximately 25% of the revenue was from the North America region.

This was partly offset by revenue increase in Europe/Sub-Sahara Africa/Russia.

DRE segment adjusted EBITDA of $72 million in the three months ended March 31, 2026, decreased $2 million or 3%, compared to $74 million in the three months ended March 31, 2025, respectively.

DRE segment adjusted EBITDA margin was 22.4% in the three months ended March 31, 2026 compared to 21.1% in the three months ended March 31, 2025.

The first quarter segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity.

In the first quarter, both direct costs and other expense decreased along with the decrease in activity.

The rate of decrease for direct costs and other expense were higher than the rate of decrease in revenue, contributing to the increase in margin.

Three Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

Revenue $ 468 $ 509 $ (41) (8) %

Direct Costs (285) (296) 11 4 %

Other Expense (58) (62) 4 6 %

Segment Adjusted EBITDA $ 125 $ 151 $ (26) (17) %

Segment Adj EBITDA Margin 26.7 % 29.7 % n/m (296) bps

Nine Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

($ in Millions) March 31, 2026 March 31, 2025 $

Revenue $ 443 $ 441 $ 2 — %

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Segment Adj EBITDA Margin 24.8 % 29.0 % n/m (419) bps

WCC revenues of $468 million and $1,365 million in the three and nine months ended September 30, 2025, decreased $41 million or 8%, and decreased $106 million or 7%, compared to $509 million and $1,471 million in the three and nine months ended September 30, 2024, respectively.

Of the third quarter year-over-year revenue decrease, approximately 60% of the decrease was from lower activity in cementation products and approximately 35% of the decrease was attributable to a decline in activity for completions.

Geographically, approximately 55% of the revenue decrease was from Latin America and approximately 25% of the revenue decrease was from Europe/Sub-Sahara Africa/Russia.

The remaining decrease was in the Middle East/North Africa/Asia region.

The year-to-date year-over-year revenue decrease was primarily due to a decline in activity for cementation products and completions which impacted approximately 50% and 45% of the decrease, respectively.

This was partly offset by revenue increase from well services activity.

Geographically, of the regions with revenue decreases, approximately 50% of the decrease was from Latin America, 30% from Europe/Sub-Sahara Africa/Russia and 20% from North America.

This was partly offset by a revenue increase in the Middle East/North Africa/Asia region.

WCC segment adjusted EBITDA of $125 million and $371 million in the three and nine months ended September 30, 2025, decreased $26 million or 17%, and decreased $45 million or 11%, compared to $151 million and $416 million in the three and nine months ended September 30, 2024, respectively.

WCC segment adjusted EBITDA margin was 26.7% and 27.2% in the three and nine months ended September 30, 2025, compared to 29.7% and 28.3% in the three and nine months ended September 30, 2024, respectively.

The third quarter segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity.

The year-to-date segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity partly offset by higher margin activity in the Middle East/North Africa/Asia region.

In the third quarter, both direct costs and other expense decreased along with the decrease in activity.

However, the rate of decrease in direct costs and other expense was lower than the rate of decrease in revenue, contributing to the decrease in margin.

Year-to-date, both direct costs and other expense decreased along with the decrease in activity.

However, the decrease in margin was driven by the rate of decrease for direct costs being lower than the rate of decrease in revenue, partly offset by the rate of decrease for other expense being higher than the rate of decrease in revenue.

WCC revenues of $443 million in the three months ended March 31, 2026, increased $2 million, or largely flat year over year, compared to $441 million in the three months ended March 31, 2025.

The first quarter year-over-year increase was primarily due to increase of activity in liner hangers which was responsible for approximately 80% of the increase within product lines with revenue increases.

This increase was partly offset by a revenue decrease in well services.

Geographically, within the regions with revenue increases, approximately 50% of the increase was from North America and approximately 35% of the increase was from the Latin America region.

This increase was mostly offset by a revenue decrease in the Middle East/North Africa/Asia region.

WCC segment adjusted EBITDA of $110 million in the three months ended March 31, 2026, decreased $18 million or 14%, compared to $128 million in the three months ended March 31, 2025.

WCC segment adjusted EBITDA margin was 24.8% in the three months ended March 31, 2026, compared to 29.0% in the three months ended March 31, 2025.

The first quarter segment adjusted EBITDA decreased year-over-year primarily due to an increase in direct operating costs.

In the first quarter, both direct costs and other expense increased along with a modest increase in revenue.

However, the rate of increase in direct costs and other expense was higher than the rate of increase in revenue, contributing to the decrease in margin.

Three Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

Revenue $ 326 $ 371 $ (45) (12) %

Direct Costs (223) (242) 19 8 %

Other Expense (44) (46) 2 4 %

Segment Adjusted EBITDA $ 59 $ 83 $ (24) (29) %

Segment Adj EBITDA Margin 18.1 % 22.4 % n/m (427) bps

Nine Months Ended Variance

($ in Millions) September 30, 2025 September 30, 2024 $

($ in Millions) March 31, 2026 March 31, 2025 $

Revenue $ 296 $ 334 $ (38) (11) %

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Segment Adj EBITDA Margin 18.2 % 18.6 % n/m (32) bps

PRI revenues of $326 million and $987 million in the three and nine months ended September 30, 2025, decreased $45 million or 12% and decreased $101 million or 9% compared to $371 million and $1,088 million in the three and nine months ended September 30, 2024, respectively.

The third quarter year-over-year revenue decrease was primarily due to a decline in activity for intervention services and drilling tools and pressure pumping which impacted 50% and 45% of the decrease, respectively, among product lines within the segment that experienced year-over-year decreases.

The sale of our pressure pumping business in Argentina in the second quarter was the primary contributor to the decline in pressure pumping activity.

The decrease in revenue was partly offset by revenue increase from sub-sea intervention activity.

Geographically, approximately 65% of the revenue decrease was from the Latin America region.

The year-to-date year-over-year revenue decrease was primarily due to a decline in activity for intervention services and drilling tools which impacted approximately 60% of the decrease with the remaining decrease primarily from lower pressure pumping activity which impacted approximately 40% of the decrease.

This was partly offset by revenue increase from sub-sea intervention activity.

Geographically, approximately 70% of the revenue decrease was from the Latin America region.

PRI segment adjusted EBITDA of $59 million and $184 million in the three and nine months ended September 30, 2025, decreased $24 million or 29% and decreased $57 million or 24% compared to $83 million and $241 million in the three and nine months ended September 30, 2024, respectively.

PRI segment adjusted EBITDA margin was 18.1% and 18.6% in the three and nine months ended September 30, 2025, compared to 22.4% and 22.2% in the three and nine months ended September 30, 2024.

The third quarter and year-to-date segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity.

Both direct costs and other expense generally decreased in line with the decrease in activity.

However, the rate of decrease in direct costs and other expense was lower than the rate of decrease in revenue, contributing to the decrease in margin.

PRI revenues of $296 million in the three months ended March 31, 2026, decreased $38 million or 11% compared to $334 million in the three months ended March 31, 2025.

Of the first quarter year-over-year revenue decrease, approximately 65% of the decrease was from lower activity in pressure pumping and approximately 40% of the decrease was attributable to a decline in activity for intervention services and drilling tools.

The sale of our pressure pumping business in Argentina in the second quarter of 2025 was the primary contributor to the decline in pressure pumping activity.

The decrease in revenue was partly offset by a revenue increase from sub-sea intervention activity.

Geographically, within the regions with revenue decreases, approximately 55% of the revenue decrease was from North America and approximately 40% of the revenue decrease was from Latin America.

This was partly offset by revenue increase in the Europe/Sub-Sahara Africa/Russia region.

PRI segment adjusted EBITDA of $54 million in the three months ended March 31, 2026, decreased $8 million or 13% compared to $62 million in the three months ended March 31, 2025.

PRI segment adjusted EBITDA margin was 18.2% in the three months ended March 31, 2026, compared to 18.6% in the three months ended March 31, 2025.

The first quarter segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity.

Both direct costs and other expense decreased along with the decrease in activity.

The rate of decrease for direct costs was higher than the rate of decrease in revenue.

However, the rate of decrease in other expense was lower than rate of decrease in revenue, contributing to the decrease

All Other Results

All Other results were from non-core business activities that do not individually meet the criteria for segment reporting, including integrated services and projects, which includes pass-through and project management services.

All Other revenues were $92 million and $246 million in the three and nine months ended September 30, 2025, compared to $94 million and $329 million in the three and nine months ended September 30, 2024.

The year-over-year decrease was due to a decline in international activity for integrated services and projects.

Corporate incurred net expense of $12 million and $42 million in the three and nine months ended September 30, 2025 compared to $13 million and $45 million in the three and nine months ended September 30, 2024.

The year-over-year decreases were primarily due to reduced costs in certain professional fees.

All Other revenues were $92 million in the three months ended March 31, 2026, compared to $68 million in the three months ended March 31, 2025.

The year-over-year increase was due to higher international activity for integrated services and projects.

Corporate incurred net expense was $16 million in the three months ended March 31, 2026 compared to $15 million in the three months ended March 31, 2025.

Depreciation and Amortization

Depreciation and amortization expense was $67 million and $193 million in the three and nine months ended September 30, 2025 compared to $89 million and $260 million in the three and nine months ended September 30, 2024.

The year-over-year decreases were primarily due to certain intangible assets reaching full amortization in the fourth quarter of 2024.

Depreciation and amortization expense was $70 million in the three months ended March 31, 2026 compared to $62 million in the three months ended March 31, 2025.

The year-over-year increase was primarily due to a larger asset base.

Share-based Compensation

We recognized $10 million and $26 million of share-based compensation in the three and nine months ended September 30, 2025 compared to $10 million and $35 million in the three and nine months ended September 30, 2024.

The year-over-year decrease was primarily due to the vesting of previously granted equity awards, resulting in a lower number of unvested awards subject to expense recognition.

We recognized $12 million of share-based compensation in the three months ended March 31, 2026 compared to $7 million in the three months ended March 31, 2025.

The year-over-year increase was primarily due to the timing of equity grants and increased expense related to performance-based awards.

Growth and spending in the energy services industry is highly dependent on many external factors.

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Imbalances across geographies driven by geopolitical conflicts, investment variances and supply disruptions are driving a greater focus on energy security and resiliency, which in turn is creating a shift towards national oil companies and diversification across multiple energy sources (oil, gas, coal, renewables, etc.) to meet domestic and global demand.

The market has softened over the past nine months due to uncertainty around the impact of tariffs and trade policies, continued geopolitical instability and additional supply volumes coming to the market from both OPEC+ unwound voluntary oil production cuts and potential new supply additions.

The industry has witnessed substantial oilfield services spend and activity reductions in Mexico and North America, slower growth in parts of the Middle East, and project delays in various regions.

In the near term, we anticipate an ongoing emphasis on capital discipline and operational efficiencies worldwide to continue exerting downward pressure on demand for our services and products throughout the remainder of 2025 into the first half of 2026.

Additionally, trade policy uncertainty in our industry and in relation to global economic outlook will continue to negatively impact both domestic and international crude demand, and increase cost pressure on the sector.

Over the mid to long-term, we expect demand for oil and natural gas exploration and production as well as new energy platforms to continue to require more advanced technology from the energy service industry.

While we remain cautious on our activity profile as we calibrate macroeconomic conditions with customer demand, we are confident that adoption of our differentiated technologies and market penetration will provide a pathway to long-cycle growth.

As we look forward to the second quarter, market conditions remain uncertain due to evolving trade and tariff policies, geopolitical instability and changes in global supply.

During the three months ended March 31, 2026, the conflict in Iran contributed to disruption in the Middle East, including activity delays and higher logistics and transportation costs, and higher commodity prices.

We expect the conflict to negatively impact operating income results in the first half of 2026.

However, in the event the Iran Conflict is completed by the end of the second quarter, we expect activity to improve in the second half of 2026.

As the market works through supply chain constraints, lead times and logistical bottlenecks associated with the conflict, we expect the resulting impacts to become more apparent over the near term, with activity improving as conditions normalize.

Over the mid to long-term, we believe the industry is entering a period of tighter physical oil and gas markets, and we are well positioned to benefit as customers prioritize energy security, capacity additions, redundancy and infrastructure hardening, and as service intensity supports a tightening services environment.

While we remain cautious on our activity profile as we calibrate macroeconomic conditions with customer demand, we are confident that our differentiated technologies and market penetration will provide a pathway to long-cycle growth.

We continue to closely monitor and adapt to macroeconomic and trade conditions, potential supply chain disruptions, inflationary factors, and other labor and logistical constraints that could impact our operations and results.

Liquidity and Capital Resources

At September 30, 2025, we had cash and cash equivalents of $967 million and $64 million in restricted cash, compared to $916 million of cash and cash equivalents and $59 million in restricted cash at December 31, 2024.

At March 31, 2026, we had cash and cash equivalents of $1,012 million and $38 million in restricted cash, compared to $987 million of cash and cash equivalents and $55 million in restricted cash at December 31, 2025.

The following table summarizes cash flows provided by (used in) each type of business activity in the periods presented:

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in millions) 2026

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Operating Activities

Cash provided by operating activities was $408 million for the nine months ended September 30, 2025 compared to cash provided by operating activities of $543 million for the nine months ended September 30, 2024.

The decrease in cash provided by operating activities in 2025 over 2024 was primarily due to a decrease in collections as a result of decreased revenue and slowdown in payments from our largest customer in Mexico, partially offset by lower employee costs.

During both the nine months ended September 30, 2025 and September 30, 2024, we had arrangements with third-party financial institutions related to collections of certain receivables from our largest customer in Mexico.

Pursuant to such arrangements, we received $93 million and $459 million during the nine months ended September 30, 2025 and September 30, 2024, respectively.

Factoring arrangements related to certain receivables during both the nine months ended September 30, 2025 and September 30, 2024 resulted in cash proceeds at the time of factoring of $231 million and $54 million, respectively.

Cash provided by operating activities was $136 million for the three months ended March 31, 2026 compared to cash provided by operating activities of $142 million for the three months ended March 31, 2025.

The decrease in cash provided by operating activities in the first quarter of 2026 over the same period in 2025 was primarily due to lower accounts receivable collections during the current period, offset by lower payments on accounts payable.

Investing Activities

Cash used in investing activities was $82 million for the nine months ended September 30, 2025.

The primary investing use of cash was for capital expenditures of $175 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina (see “Note 2 – Segment Information”).

Cash used in investing activities also includes the use of the BCS mechanism in Argentina, of which the purchases of $103 million offset the proceeds of $102 million, resulting in a loss of $1 million during the nine months ended September 30, 2025 (see “Note 13 – Blue Chip Swap Securities - Argentina”).

Cash used in investing activities was $207 million for the nine months ended September 30, 2024.

The primary investing activities were cash used for capital expenditures of $199 million and cash used for acquisitions net of cash acquired, of $51 million.

Cash used in investing activities also includes the use of the BCS mechanism in Argentina, of which the purchases of $50 million offset the proceeds of $40 million, resulting in a loss of $10 million during the nine months ended September 30, 2024.

The uses of cash were primarily offset by proceeds from sale of investments of $41 million from our marketable securities in Argentina.

Cash used in investing activities was $68 million for the three months ended March 31, 2026.

The primary investing use of cash was for capital expenditures of $54 million.

Cash used in investing activities also includes $12 million in equity investments.

Cash used in investing activities was $79 million for the three months ended March 31, 2025.

The primary investing activities were cash used for capital expenditures of $77 million.

Financing Activities

Cash used in financing activities was $277 million for the nine months ended September 30, 2025.

The primary financing uses of cash were for share repurchases of $94 million (see “Note 9 – Shareholders’ Equity”), repayments and repurchases of long-term debt of $80 million (including $61 million in repurchases of our 2030 Senior Notes, see “Note 7 – Borrowings and Other Debt Obligations”), cash dividends of $54 million and tax remittances on equity awards vested of $20 million.

Cash used in financing activities was $378 million for the nine months ended September 30, 2024.

The primary financing uses of cash were for repayments and repurchases of long-term debt of $264 million and share repurchases of $50 million.

Cash used in financing activities was $56 million for the three months ended March 31, 2026.

The primary financing uses of cash were for cash dividends of $20 million, tax remittances on equity awards vested of $17 million and share repurchases of $10 million (see “Note 9 – Shareholders’ Equity”).

Cash used in financing activities was $133 million for the three months ended March 31, 2025.

The primary financing uses of cash were share repurchases of $53 million, repayments and repurchases of long-term debt of $39 million, tax remittances on equity awards of $20 million and cash dividends of $18 million.

Sources of Liquidity

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In addition, we have derivative financial instruments where we have notional amounts that do not generally represent cash amounts exchanged by the parties and are calculated based on the terms of the derivative instrument, however, in the event of a related default, we could potentially be required to pay.

See further discussion in our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) and “Note 12 – Credit Default Swap.” Our cash requirements also include payments for our shareholder returns programs described in “Note 9 – Shareholders’ Equity.”

As of September 30, 2025, the aggregate principal amount of our primary debt outstanding was $1.54 billion of our 2030 Senior Notes.

Subsequent to September 30, 2025, we issued $1.2 billion of 2033 Senior Notes and redeemed $893 million of our 2030 Senior Notes.

We expect to pay $120 million in interest payments in 2025 specific to these notes which includes $68 million paid for interest on our 2030 Senior Notes during the nine months ended September 30, 2025.

See “Note 7 – Borrowings and Other Debt Obligations” and “Note 14 – Subsequent Events” for additional information.

See further discussion in our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).

Our cash requirements also include payments for our shareholder returns programs described in “Note 9 – Shareholders’ Equity.”

As of March 31, 2026, we had outstanding debt of $236 million in aggregate principal amount for our 2030 Senior Notes and $1.2 billion in aggregate principal amount for our 2033 Senior Notes.

We expect to pay $103 million in interest payments in 2026 specific to these notes.

See “Note 7 – Borrowings and Other Debt Obligations” for additional information.

Our capital spend is expected to be 3-5% of revenue over a 12 to 18 month rolling period and our 2026 capital spend is projected to be within the same framework.

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Cash and cash equivalents and restricted cash are held by subsidiaries outside of Ireland.

At September 30, 2025 and December 31, 2024, we had approximately $36 million and $127 million, respectively, of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations.

At March 31, 2026 and December 31, 2025, we had approximately $145 million and $31 million, respectively, of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations.

As we continue to conduct business in certain countries with cash that cannot be immediately repatriated, we may consider infrequent transactions to safeguard our cash from exposure to the effects of inflation and currency devaluation.

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Ratings Services’ Credit Ratings

Our credit ratings at December 31, 2024 have been upgraded through September 30, 2025 as follows:

• Moody's Investors Service upgraded our Corporate Family Rating from ‘Ba3’ to ‘Ba2;’ with a positive outlook

• Standard and Poor upgraded our issuer credit ratings from ‘BB-’ to ‘BB;’ with a stable outlook

• Fitch Ratings upgraded our issuer credit ratings from ‘BB-’ to ‘BB;’ with a stable outlook

Our credit ratings at December 31, 2025 have been maintained as follows:

• Moody's Investors Service maintained a Corporate Family Rating of Ba2 and a positive outlook

• Standard and Poor maintained issuer credit ratings of ‘BB;’ with a stable outlook

• Fitch Ratings maintained our issuer credit ratings of ‘BB;’ with a stable outlook

Customer Receivables

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In addition, our customers are primarily in fossil fuel-related industries and broad declines in demand for or pricing of oil or natural gas might impact the collections of our customer receivables.

Our net accounts receivables in Mexico were 37% and 31% of our total net accounts receivables, as of September 30, 2025 and December 31, 2024, respectively, of which our largest customer in the country accounted for 34% and 26% of our total net outstanding accounts receivables, respectively.

Mexico continues to account for a large and increased percentage of our receivables despite dropping below 10% of total revenues for the three and nine months ended September 30, 2025 due to further payment delays from our largest customer in Mexico.

Our net accounts receivables in Mexico were 28% and 27% of our total net accounts receivables, as of March 31, 2026 and December 31, 2025, respectively, of which our largest customer in the country accounted for 24% of our total net outstanding accounts receivables at each date.

Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables.

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and delays or failures to pay or defaults, if any, could negatively impact the future results of the Company.

During the nine months ended September 30, 2025 we paid an immaterial amount of fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico.

Pursuant to such arrangements, we received $93 million during the nine months ended September 30, 2025.

As of March 31, 2026 and December 31, 2025, our net accounts receivables in the U.S was 10% and 11% of total net accounts receivables, respectively.

Except for the above, no other country accounted for more than 10% of our net accounts receivables balance.

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From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions for cash proceeds net of discounts and hold-back.

During the three and nine months ended September 30, 2025, we sold accounts receivable balances of $91 million and $234 million, and received cash proceeds of $90 million and $231 million, respectively, at the time of factoring.

During the three and nine months ended September 30, 2024, we sold accounts receivable balances of $4 million and $55 million, and received cash proceeds of $4 million and $54 million, respectively, at the time of factoring.

During the three months ended March 31, 2026 and March 31, 2025, we sold accounts receivable balances of $6 million and $55 million, and received cash proceeds of $6 million and $55 million, respectively, at the time of factoring.

The above factoring proceeds were included in Net Cash Provided by Operating Activities in the Condensed Consolidated Statements of Cash Flows.

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(“Weatherford Bermuda”) and guaranteed by the Company and other subsidiary guarantors party thereto.

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 released the guarantee of Weatherford Delaware.

On October 6, 2025, the 2033 Senior Notes were issued by Weatherford Bermuda and guaranteed by the Company and other subsidiary guarantors party thereto.

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

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 released the guarantee of Weatherford Delaware.

Our 2033 Senior Notes were issued by Weatherford Bermuda and guaranteed by the Company and other subsidiary guarantors party thereto.

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.

Credit Agreement, Letters of Credit and Surety Bonds

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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.

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We utilize surety bonds as part of our customary business practice in certain regions, primarily Latin America.

As of September 30, 2025 and December 31, 2024, we had surety bonds outstanding of $503 million and $520 million, respectively.

As of March 31, 2026 and December 31, 2025, we had surety bonds outstanding of $570 million and $629 million, respectively.

Any of our outstanding letters of credit or surety bonds could be called by the beneficiaries should we breach certain contractual or performance obligations and could reduce our available liquidity if we are unable to mitigate the issue.

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Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements.

The forward-looking statements included herein are only made as of the date of this report, or if earlier, as of the date they were made, and we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.

otherwise, except to the extent required under federal securities laws.

The following, together with disclosures under the heading “Item 1A.

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Risk Factors” of this Form 10-Q, sets forth certain risks and uncertainties relating to our forward-looking statements that may cause actual results to be materially different from our present expectations or projections:

• global political, economic and market conditions, political disturbances, war or other global conflicts, terrorist attacks, changes in global trade policies, tariffs and sanctions, weak local economic conditions and international currency fluctuations (including the Russia Ukraine Conflict and conflicts in the Middle East);

• general global economic repercussions related to U.S.

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Many of these factors are macroeconomic in nature and are, therefore, beyond our control.

Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this report as anticipated, believed, estimated, expected, intended, planned or projected.

Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant,

or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this report as anticipated, believed, estimated, expected, intended, planned or projected.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our current and past filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended.

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 2. Management’s Discussion and Analysis