What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-22 compared with 2026-04-22 · 219 added, 121 removed, 236 unchanged (59% of the section changed)

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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.

The Company plans to hold two shareholder meetings on September 3, 2026 to consider a proposal to redomesticate the parent company from Ireland to the United States as a Delaware corporation (“Redomestication”), following an earlier Texas redomestication proposal that, despite receiving over 60% support, did not receive the requisite shareholder approval.

The proposed Redomestication is subject to customary conditions, including shareholder approval and sanction by the High Court of Ireland, and is expected to be completed during the fourth quarter of 2026.

On May 31, 2026, the Company entered into a definitive merger agreement to acquire NCS Multistage Holdings, Inc., which will become a wholly owned subsidiary of Weatherford upon closing (“Proposed Transaction”).

The transaction consideration consists of Weatherford ordinary shares or a combination of ordinary shares and cash, subject to certain limitations, adjustments and proration provisions.

This merger is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second half 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 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.

As shown in the following tables, as of three and six months ended June 30, 2026, the average WTI oil price and average Brent crude oil price were higher compared to three and six months ended June 30, 2025 while the average Henry Hub natural gas prices were lower than during the three months ended June 30, 2025 and higher than during the six months ended June 30, 2025.

Average rig counts decreased during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Oil prices have experienced increased volatility and upward pressure in response to the ongoing 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.

Despite higher oil prices driven by the Iran Conflict, it has adversely impacted exploration and production spending in the Middle East resulting in disruption of global energy supplies and adversely affecting 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.

Supreme Court ruled that certain tariffs were unlawful and affirmed that jurisdiction for tariff-related matters resided with the Court of International Trade;

however, uncertainty persists as new tariffs have been introduced under alternative authorities.

We have filed claims for refunds of certain tariffs and have begun receiving approvals and cash receipts, while continuing to prepare and submit additional claims as further guidance becomes available.

Separately, certain tariffs implemented in 2026 have been challenged or modified, and we continue to monitor these developments, which are not currently expected to have a material impact on our results.

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

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

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

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

North America 704 699 726 751

International (1)

1,056 1,078 1,070 1,087

Worldwide 1,760 1,777 1,796 1,838

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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.

Disruptions to transportation routes, higher logistics and insurance costs, and changes in customer activity levels or project timing could continue to 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.

We will continue to monitor developments and, to the extent possible, mitigate 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 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.

Revenues in Russia were just under 10% and 9% of our total revenues for the three and six months ended June 30, 2026, respectively, compared to 7% of our total revenue for both the three and six months ended June 30, 2025.

The increase in Russia revenues as a percentage of consolidated results year over year was driven by revenue decreases in the Middle East/North Africa/Asia region as a result of the Iran Conflict and the strengthening of the Ruble against the U.S.

As of June 30, 2026, our Russia operations included $118 million in cash, $178 million in other current assets, $105 million in property, plant and equipment, net and other non-current assets, and $90 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 $1.15 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.

Revenues of $1.1 billion and $2.3 billion in the three and six months ended June 30, 2026, respectively, decreased 8% and 6% compared to $1.2 billion and $2.4 billion in the three and six months ended June 30, 2025, respectively.

Year-over-year in the second quarter, product revenues decreased 9% and service revenues decreased 8%.

For the same period, revenues declined in all segments with DRE, WCC and PRI responsible for 44%, 23% and 11% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects.

Year-over-year in the six months ended June 30, 2026, product revenues and service revenues each decreased 6%.

For the same period, revenues declined in all segments with DRE, PRI and WCC responsible for 52%, 35% and 15% of the decrease, respectively, with partial offset from a modest increase in integrated services and projects.

Geographically, the year-over-year second quarter revenue decrease was led by declines in Middle East/North Africa/Asia of $78 million and North America of $36 million, and partly offset by a revenue increase of $13 million in the Europe/Sub-Sahara Africa/Russia region.

Year-over-year in the six months ended June 30, 2026, revenue decrease was led by declines in Middle East/North Africa/Asia of $105 million and North America of $66 million, and partly offset by a revenue increase of $47 million in the Europe/Sub-Sahara Africa/Russia region.

The decrease of revenue was primarily due to market disruptions caused by the Iran Conflict and lower activity in the North America region.

Operating income of $107 million and $230 million in the three and six months ended June 30, 2026, respectively, decreased 55% and 39% compared to $237 million and $379 million in the three and six months ended June 30, 2025, respectively.

The second quarter and year-to-date year-over-year decreases were primarily due to the decline in revenue and prior year $70 million gain on the sale of our pressure pumping business in Argentina, with a partial offset from lower cost of products and services, restructuring and research and development costs.

Cost of products and services of $772 million and $1,584 million in the three and six months ended June 30, 2026, respectively, decreased 7% and 4% compared to $829 million and $1,648 million in the three and six months ended June 30, 2025, respectively.

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.

Our cost of products and services as a percentage of revenues was 70% in both the three and six months ended June 30, 2026, respectively, compared to 69% in both the three and six months ended June 30, 2025, respectively.

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.

Selling, general and administrative costs of $172 million and $340 million in the three and six months ended June 30, 2026, respectively, increased 5% compared to $164 million and $325 million in the three and six months ended June 30, 2025, respectively.

The year-over-year increase was primarily due to an increase in employee incentive programs and share-based compensation.

Selling, general and administrative costs as a percentage of revenues were 16% and 15% in the three and six months ended June 30, 2026, respectively, and 14% in both the three and six months ended June 30, 2025.

Research and development costs of $20 million and $41 million in the three and six months ended June 30, 2026, respectively, decreased 33% and 31% compared to $30 million and $59 million in the three and six months ended June 30, 2025, respectively.

The year-over-year decrease was due to lower costs for research and development projects.

Research and development costs as a percentage of revenues was 2% in both the three and six months ended June 30, 2026 and 3% in both the three and six months ended June 30, 2025.

Restructuring charges were $9 million and $22 million in the three and six months ended June 30, 2026, respectively, and $11 million and $40 million in the three and six months ended June 30, 2025, respectively.

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

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.

Other Charges, Net were $25 million and $40 million in the three and six months ended June 30, 2026, respectively, and $3 million and $16 million in the three and six months ended June 30, 2025, respectively.

Other Charges, Net primarily included $12 million and $21 million of costs related to the Redomestication, respectively, and $11 million and $14 million related to mergers and acquisitions costs, respectively, in the three and six months ended June 30, 2026 and 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 in the three and six months ended June 30, 2025.

Consolidated Statements of Operations - Non-Operating Summary

Interest Expense, Net

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 was $16 million and $33 million in the three and six months ended June 30, 2026, respectively, and $21 million and $47 million in the three and six months ended June 30, 2025, respectively.

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

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

Interest expense was $27 million and $54 million in the three and six months ended June 30, 2026, respectively, and $35 million and $72 million in the three and six months ended June 30, 2025, respectively.

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.

Interest income was $11 million and $21 million in the three and six months ended June 30, 2026, respectively, and $14 million and $25 million in the three and six months ended June 30, 2025, respectively.

Other Expense, Net

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 was $16 million and $17 million in the three and six months ended June 30, 2026, respectively, and $25 million and $45 million in the three and six months ended June 30, 2025, respectively.

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 March 31, 2026

Three Months Ended June 30, 2026

Reportable Segments All

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PRI Segment Adjusted EBITDA 70 70

Corporate (16)

Corporate Costs (18)

Depreciation and Amortization (71)

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

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Reportable Segments All

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PRI Segment Adjusted EBITDA 124 124

Corporate (15)

Corporate Costs (34)

Depreciation and Amortization (141)

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

Three Months Ended June 30, 2025

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 335 $ 456 $ 327 $ 86 $ 1,204

Direct Costs (a)

(220) (279) (220)

Other Expense (b)

(46) (59) (44)

DRE Segment Adjusted EBITDA 69 69

WCC Segment Adjusted EBITDA 118 118

PRI Segment Adjusted EBITDA 63 63

Corporate Costs (15)

Depreciation and Amortization (64)

Share-based Compensation

Gain on Sale of Business

Restructuring Charges

Other Charges, Net

Operating Income $ 237

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

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

Six Months Ended June 30, 2025

Reportable Segments All

(Dollars in millions) DRE

Revenue $ 685 $ 897 $ 661 $ 154 $ 2,397

Direct Costs (a)

(446) (537) (450)

Other Expense (b)

(96) (114) (86)

DRE Segment Adjusted EBITDA 143 143

WCC Segment Adjusted EBITDA 246 246

PRI Segment Adjusted EBITDA 125 125

Corporate Costs (30)

Depreciation and Amortization (126)

Share-based Compensation

Gain on Sale of Business

Restructuring Charges

Other Charges, Net

Operating Income $ 379

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

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

Three Months Ended Variance

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

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 291 $ 335 $ (44) (13) %

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Segment Adj EBITDA Margin 19.9 % 20.6 % n/m (67) bps

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.

Six Months Ended Variance

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 612 $ 685 $ (73) (11) %

(396) (446) 50 11 %

Other Expense

(86) (96) 10 10 %

Segment Adjusted EBITDA $ 130 $ 143 $ (13) (9) %

Segment Adj EBITDA Margin 21.2 % 20.9 % n/m 37 bps

DRE revenues of $291 million and $612 million in the three and six months ended June 30, 2026, decreased $44 million or 13%, and decreased $73 million or 11% compared to $335 million and $685 million in the three and six months ended June 30, 2025, respectively.

Of the second quarter year-over-year revenue decrease, approximately 50% of the decrease was from lower activity in wireline and approximately 45% of the decrease from lower activity in drilling related services.

Geographically, approximately 35% of the revenue decrease was from Middle East/North Africa/Asia, while North America and Latin America each accounted for approximately 30% of the decrease.

The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region.

Of the year-to-date year-over-year revenue decrease, approximately 50% of the decrease was attributable to lower wireline activity, with the remaining decrease split equally between lower managed pressure drilling activity and lower drilling related services activity.

Geographically, approximately 40% of the revenue decrease was from Latin America, approximately 35% of the decrease was from Middle East/North Africa/Asia and approximately 30% of the decrease was from the North America region.

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

DRE segment adjusted EBITDA of $58 million and $130 million in the three and six months ended June 30, 2026, decreased $11 million or 16%, and decreased $13 million or 9% compared to $69 million and $143 million in the three and six months ended June 30, 2025, respectively.

DRE segment adjusted EBITDA margin was 19.9% and 21.2% in the three and six months ended June 30, 2026 compared to 20.6% and 20.9% in the three and six months ended June 30, 2025, respectively.

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

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

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

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

The rate of decrease for direct costs was higher than the decrease in revenue, resulting in a slight increase in margin.

Three Months Ended Variance

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

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 433 $ 456 $ (23) (5) %

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Segment Adj EBITDA Margin 24.7 % 25.9 % n/m (117) bps

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.

Six Months Ended Variance

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 876 $ 897 $ (21) (2) %

Direct Costs (548) (537) (11) (2) %

Other Expense (111) (114) 3 3 %

Segment Adjusted EBITDA $ 217 $ 246 $ (29) (12) %

Segment Adj EBITDA Margin 24.8 % 27.4 % n/m (265) bps

WCC revenues of $433 million and $876 million in the three and six months ended June 30, 2026, decreased $23 million, or 5%, and decreased $21 million or 2%, compared to $456 million and $897 million in the three and six months ended June 30, 2025, respectively.

The second quarter year-over-year decrease was primarily due to lower activity for liner hangers which was responsible for approximately 70% of the decrease within product lines with revenue decreases.

This was partly offset by a revenue increase from completions activity.

Geographically, approximately all of the revenue decrease was from the Middle East/North Africa/Asia region.

The Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region.

The decrease in revenue was partly offset by a revenue increase in the Latin America region.

The year-to-date year-over-year revenue decrease was primarily due to lower activity in well services, liner hangers and cementation products, which accounted for approximately 40%, 30% and 25% of the decrease, respectively, among product lines with revenue decreases.

This was partly offset by a revenue increase from completions activity.

Geographically, all of the revenue decrease was from the Middle East/North Africa/Asia region.

This was partly offset by a revenue increase in the Latin America region.

WCC segment adjusted EBITDA of $107 million and $217 million in the three and six months ended June 30, 2026, decreased $11 million or 9%, and decreased $29 million or 12%, compared to $118 million and $246 million in the three and six months ended June 30, 2025, respectively.

WCC segment adjusted EBITDA margin was 24.7% and 24.8% in the three and six months ended June 30, 2026, compared to 25.9% and 27.4% in the three and six months ended June 30, 2025, respectively.

The second quarter segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region.

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

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

The year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region and an increase in direct operating costs.

Year-to-date, direct costs increased while revenue decreased causing the decrease in margin.

Three Months Ended Variance

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

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 316 $ 327 $ (11) (3) %

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Segment Adj EBITDA Margin 22.2 % 19.3 % n/m 289 bps

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

Six Months Ended Variance

($ in Millions) June 30, 2026 June 30, 2025 $

Revenue $ 612 $ 661 $ (49) (7) %

Direct Costs (409) (450) 41 9 %

Other Expense (79) (86) 7 8 %

Segment Adjusted EBITDA $ 124 $ 125 $ (1) (1) %

Segment Adj EBITDA Margin 20.3 % 18.9 % n/m 135 bps

PRI revenues of $316 million and $612 million in the three and six months ended June 30, 2026, decreased $11 million or 3% and decreased $49 million or 7%, compared to $327 million and $661 million in the three and six months ended June 30, 2025, respectively.

The second quarter year-over-year revenue decrease was primarily due to a decline in activity for artificial lift which was responsible for approximately 75% of the decrease within product lines with revenue decreases.

This was partly offset by a revenue increase from pressure pumping activity.

Geographically, within the regions with revenue decreases, approximately 75% of the decrease was from North America.

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

The year-to-date year-over-year revenue decrease was primarily due to lower activity in artificial lift and intervention services and drilling tools, which accounted for approximately 60% and 40% of the decrease, respectively.

Geographically, within the regions with revenue decreases, approximately 60% of the decrease was from North America and approximately 30% of the decrease was from Latin America.

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

PRI segment adjusted EBITDA of $70 million and $124 million in the three and six months ended June 30, 2026, increased $7 million or 11%, and decreased $1 million or 1%, compared to $63 million and $125 million in the three and six months ended June 30, 2025, respectively.

PRI segment adjusted EBITDA margin was 22.2% and 20.3% in the three and six months ended June 30, 2026, compared to 19.3% and 18.9% in the three and six months ended June 30, 2025, respectively.

The second quarter segment adjusted EBITDA increased year-over-year primarily due to higher margin activity in intervention services and drilling tools.

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

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

The year-to-date segment adjusted EBITDA decreased slightly year-over-year with a decline in overall activity offset by reduction of costs and increased higher margin activity in digital solutions.

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

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

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 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.

All Other revenues were $65 million and $157 million in the three and six months ended June 30, 2026, compared to $86 million and $154 million in the three and six months ended June 30, 2025.

In the second quarter, the year-over-year decrease was due to lower activity in the Middle East/North Africa/Asia region following the completion of certain integrated services and projects that were not renewed.

Year-to-date, the year-over-year increase was due to higher international activity for integrated services and projects.

Corporate Costs

Corporate incurred net expense was $18 million and $34 million in the three and six months ended June 30, 2026 compared to $15 million and $30 million in the three and six months ended June 30, 2025.

The year-over-year increase was primarily due to an increase in employee incentive programs.

Depreciation and Amortization

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.

Depreciation and amortization expense was $71 million and $141 million in the three and six months ended June 30, 2026 compared to $64 million and $126 million in the three and six months ended June 30, 2025.

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

Share-based Compensation

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.

We recognized $11 million and $23 million of share-based compensation in the three and six months ended June 30, 2026 compared to $9 million and $16 million in the three and six months ended June 30, 2025.

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

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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.

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.

As we look forward to the third quarter, the pace of recovery in the Middle East remains the primary factor influencing our near-term outlook.

Ongoing geopolitical tensions and operational disruptions continue to create uncertainty around the timing of a full return to normalized conditions.

For the remainder of 2026, we expect activity levels to gradually recover while recognizing the potential for continued volatility.

We continue to closely monitor geopolitical developments, customer spending patterns, supply chain conditions, trade policies, inflationary pressures, and labor and logistical constraints that could impact our operations and financial results.

Over the mid to long-term, we continue to believe the industry is supported by structural demand drivers rooted in energy security, infrastructure development, and the need for reliable and diversified energy supply.

While near-term activity levels may remain uneven across certain markets, we believe our differentiated technologies, growing offshore and deepwater opportunities, operational execution, and disciplined capital allocation position us well to capitalize on long-cycle growth opportunities.

Liquidity and Capital Resources

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.

At June 30, 2026, we had cash and cash equivalents of $1.1 billion and $37 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:

Three Months Ended March 31,

Six Months Ended June 30,

(Dollars in millions) 2026

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Operating Activities

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.

Cash provided by operating activities was $311 million for the six months ended June 30, 2026 compared to cash provided by operating activities of $270 million for the six months ended June 30, 2025.

The increase in cash provided by operating activities in the first six months of 2026 over the same period in 2025 was primarily due to lower payments on accounts payable and lower employee costs, partially offset by lower accounts receivable collections.

Investing Activities

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

Cash used in investing activities was $110 million for the six months ended June 30, 2026.

The primary investing use of cash was for capital expenditures of $96 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.

Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $14 million offset the proceeds of $14 million.

Cash used in investing activities was $36 million for the six months ended June 30, 2025.

The primary investing activities were cash used for capital expenditures of $131 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina.

Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $83 million offset the proceeds of $82 million.

Financing Activities

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.

Cash used in financing activities was $105 million for the six months ended June 30, 2026.

The primary financing uses of cash were for cash dividends of $40 million, share repurchases of $26 million (see “Note 9 – Shareholders’ Equity”), tax remittances on equity awards vested of $18 million and repayments of long-term debt of $17 million.

Cash used in financing activities was $230 million for the six months ended June 30, 2025.

The primary financing uses of cash were share repurchases of $87 million, repayments and repurchases of long-term debt of $73 million, cash dividends of $36 million and tax remittances on equity awards of $20 million.

Sources of Liquidity

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Cash Requirements

Our cash requirements will continue to include payments for principal and interest on our long-term debt, capital expenditures, payments on our finance and operating leases, payments for short-term working capital needs, operating costs and restructuring payments.

In the near term we anticipate cash uses to include costs related to our Redomestication, mergers and acquisition activity and restructuring costs.

We expect to utilize cash in our capital allocation framework, which includes investments in technology and infrastructure upgrades, and in strategic mergers and acquisitions.

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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.

As of June 30, 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.

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

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.

At June 30, 2026 and December 31, 2025, we had approximately $156 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.

Repatriation of those cash balances might result in incremental taxes or losses.

Repatriation of those cash balances might result in incremental taxes or costs.

Ratings Services’ Credit Ratings

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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 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.

Our net accounts receivables in Mexico were 25% and 27% of our total net accounts receivables, as of June 30, 2026 and December 31, 2025, respectively, of which our largest customer in the country accounted for 21% and 24% of our total net outstanding accounts receivables, respectively.

Our largest customer in Mexico has a history of making late payments and, at times in the past, has utilized third-party financial institutions to pay certain of our receivables.

The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations;

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

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.

As of June 30, 2026 and December 31, 2025, our net accounts receivables in the U.S were 10% and 11% of total net accounts receivables, respectively.

Our net accounts receivables in Russia was 12% of total net accounts receivables as of June 30, 2026.

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 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.

During the three and six months ended June 30, 2026, we sold accounts receivable balances of $7 million and $13 million, and received cash proceeds of $7 million and $13 million, respectively, at the time of factoring.

During the three and six months ended June 30, 2025, we sold accounts receivable balances of $88 million and $143 million, and received cash proceeds of $86 million and $141 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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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 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.

At June 30, 2026 and December 31, 2025, the Credit Agreement allowed for a total commitment amount of $1 billion, maturing on the date that occurs first:

(a) September 18, 2030 or (b) if more than $200 million of the 2030 Senior Notes remain outstanding, the date that is 91 days before the maturity of those notes.

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

As of 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 June 30, 2026, under the Credit Agreement we had zero borrowings, $4 million in financial letters of credit and $243 million in performance letters of credit outstanding.

Additionally as of June 30, 2026, we had $233 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 March 31, 2026 and December 31, 2025, we had surety bonds outstanding of $570 million and $629 million, respectively.

As of June 30, 2026 and December 31, 2025, we had surety bonds outstanding of $540 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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These statements constitute forward-looking statements.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

“guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect our beliefs and expectations based on current estimates and projections.

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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.

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

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further spread and potential for a resurgence of a pandemic in a given geographic region and related disruptions to our business, employees, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of a pandemic, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions;

• our ability to receive, in a timely manner and on satisfactory terms, required shareholder and court approval, and to satisfy the other conditions to the Redomestication within the expected timeframe or at all;

• our ability to realize the expected benefits from the Redomestication;

• the occurrence of difficulties in connection with the Redomestication, including any costs related thereto;

• the risk that the Proposed Transaction is not consummated as expected, in a timely manner or at all;

• the risk that any of the anticipated benefits of the Proposed Transaction will not be realized or will not be realized within the expected time period.

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