What changed in this filing

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Item 1. Financial Statements

2026-10-21 compared with 2026-07-22 · 134 added, 77 removed, 410 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

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

10 unchanged sentences

Restructuring Charges

Redomestication 6 — 30 —

Other Charges, Net 4 3 20 19

17 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(Dollars in millions) 2026

1 unchanged sentence

Foreign Currency Translation Adjustments ( 24 ) ( 15 ) ( 21 ) 146

Defined Benefit Pension Activity ( 1 ) 2 ( 1 ) 2

Comprehensive Income 100 74 254 466

5 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars and shares in millions, except par value) June 30, 2026

(Dollars and shares in millions, except par value) September 30, 2026

December 31, 2025

1 unchanged sentence

Restricted Cash 37 55

Accounts Receivable, Net of Allowance for Credit Losses of $ 12 at June 30, 2026 and $ 10 at December 31, 2025

Accounts Receivable, Net of Allowance for Credit Losses of $ 12 at September 30, 2026 and $ 10 at December 31, 2025

Inventories, Net 861 836

1 unchanged sentence

Total Current Assets 3,409 3,372

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,220 at June 30, 2026 and $ 1,150 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 858 at June 30, 2026 and $ 828 at December 31, 2025

Property, Plant and Equipment, Net of Accumulated Depreciation of $ 1,232 at September 30, 2026 and $ 1,150 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 873 at September 30, 2026 and $ 828 at December 31, 2025

Operating Lease Assets 123 128

15 unchanged sentences

Ordinary Shares - Par Value $ 0.001 ;

Authorized 1,356 shares, Issued and Outstanding 71.8 shares at June 30, 2026 and 71.6 at December 31, 2025

Authorized 1,356 shares, Issued and Outstanding 72.5 shares at September 30, 2026 and 71.6 at December 31, 2025

Capital in Excess of Par Value 2,887 2,815

Retained Deficit ( 922 ) ( 1,129 )

Accumulated Other Comprehensive Income 16 13

Accumulated Other Comprehensive Income (Loss) ( 9 ) 13

Shareholders’ Equity

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions) 2026 2025

14 unchanged sentences

Accrued Salaries and Benefits

( 44 ) ( 57 )

Income Taxes Payable ( 23 ) ( 3 )

8 unchanged sentences

Proceeds from Sales of Blue Chip Swap Securities

Business Acquisition, Net of Cash Acquired ( 13 ) —

Other Investing Activities

( 26 ) ( 14 )

Net Cash Used in Investing Activities ( 164 ) ( 82 )

17 unchanged sentences

Income Taxes Paid, Net of Refunds $ 127 $ 122

Supplemental Noncash Information:

1,033,696 Ordinary Shares Issued for Acquisition

Portion of Assumed Equity Awards Included in Acquisition Consideration $ 7 $ —

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

16 unchanged sentences

Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2025 Form 10-K for the discussion on our significant accounting policies.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and six months ended June 30, 2025 to conform to the presentation for the three and six months ended June 30, 2026.

Certain reclassifications have been made to these Condensed Consolidated Financial Statements and accompanying footnotes for the three and nine months ended September 30, 2025 to conform to the presentation for the three and nine months ended September 30, 2026.

Accounting Standards Issued Not Yet Adopted

12 unchanged sentences

All Other and Corporate Costs do not individually meet the criteria for segment reporting.

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

Reportable Segments All

12 unchanged sentences

Restructuring Charges

Redomestication ( 6 )

Other Charges, Net ( 4 )

2 unchanged sentences

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

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Reportable Segments All

12 unchanged sentences

Restructuring Charges

Redomestication ( 30 )

Other Charges, Net ( 20 )

2 unchanged sentences

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Reportable Segments All

11 unchanged sentences

Share-based Compensation ( 10 )

Gain on Sale of Business

Restructuring Charges ( 11 )

3 unchanged sentences

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

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Reportable Segments All

17 unchanged sentences

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

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

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

(Dollars in millions) 2026 2025 2026 2025

7 unchanged sentences

Total Capital Expenditures $ 45 $ 44 $ 141 $ 175

(Dollars in millions) June 30, 2026 December 31, 2025

(Dollars in millions) September 30, 2026 December 31, 2025

Total Assets:

3 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, the U.S.

accounted for 22 % and 23 %, respectively, and the Kingdom of Saudi Arabia accounted for 13 % at each period, of our PP&E, Net and operating lease assets identifiable by geography.

No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of June 30, 2026 and December 31, 2025.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of June 30, 2026 and December 31, 2025.

(Dollars in millions) June 30, 2026 December 31, 2025

As of September 30, 2026 and December 31, 2025, the U.S.

accounted for 23 % at both dates, and the Kingdom of Saudi Arabia accounted for 11 % and 13 % respectively, of our PP&E, Net and operating lease assets identifiable by geography.

No other country accounted for more than 10% of our PP&E, Net and operating lease assets identifiable by geography as of September 30, 2026 and December 31, 2025.

We had no PP&E, Net and operating lease assets in our country of domicile (Ireland) as of September 30, 2026 and December 31, 2025.

(Dollars in millions) September 30, 2026 December 31, 2025

North America (a)

8 unchanged sentences

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

Equipment rental revenues were $ 22 million and $ 40 million in the three and six months ended June 30, 2026, respectively, and $ 32 million and $ 67 million for the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2026, the U.S.

Equipment rental revenues were $ 20 million and $ 60 million in the three and nine months ended September 30, 2026, respectively, and $ 24 million and $ 91 million for the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2026, the U.S.

accounted for 15 % and 14 % of total revenue, respectively.

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

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

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

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

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

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

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

(Dollars in millions) 2026 2025 2026 2025

12 unchanged sentences

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

The following table summarizes these balances as of June 30, 2026 and December 31, 2025:

(Dollars in millions) June 30, 2026 December 31, 2025

The following table summarizes these balances as of September 30, 2026 and December 31, 2025:

(Dollars in millions) September 30, 2026 December 31, 2025

Receivables for Products and Services in Accounts Receivable, Net $ 1,083 $ 1,209

6 unchanged sentences

4 – Restructuring Charges

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, and are presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations.

Restructuring charges were $ 6 million and $ 28 million in the three and nine months ended September 30, 2026, respectively, and $ 11 million and $ 51 million in the three and nine months ended September 30, 2025, respectively, and are presented as “Restructuring Charges” on the accompanying Condensed Consolidated Statements of Operations.

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

Restructuring liabilities were $ 20 million as of June 30, 2026 and $ 22 million as of December 31, 2025, respectively.

Of the restructuring liabilities, $ 17 million and $ 19 million are recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.

The remaining $ 3 million is recorded in “Other Non-Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of both June 30, 2026 and December 31, 2025, respectively.

Restructuring liabilities were $ 17 million as of September 30, 2026 and $ 22 million as of December 31, 2025.

Of the restructuring liabilities, $ 16 million and $ 19 million are recorded in “Other Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.

The remaining $ 1 million and $ 3 million are recorded in “Other Non-Current Liabilities” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025.

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

The following table presents total restructuring charges by segment and Corporate and Other in the three and six months ended June 30, 2026 and 2025:

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

The following table presents total restructuring charges by segment and Corporate and Other in the three and nine months ended September 30, 2026 and 2025:

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

(Dollars in millions) 2026 2025 2026 2025

3 unchanged sentences

5 – Inventories, Net

Inventories are reported net of reserves of $ 125 million and $ 118 million as of June 30, 2026 and December 31, 2025, respectively, and are presented by category in the table below:

(Dollars in millions) June 30, 2026 December 31, 2025

Inventories are reported net of reserves of $ 125 million and $ 118 million as of September 30, 2026 and December 31, 2025, respectively, and are presented by category in the table below:

(Dollars in millions) September 30, 2026 December 31, 2025

Finished Goods $ 754 $ 742

2 unchanged sentences

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

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 10 million and $ 21 million in the three and six months ended June 30, 2026, respectively, and $ 9 million and $ 14 million during the three and six months ended June 30, 2025, respectively.

The charges are recorded in “Cost of Products” on our Condensed Consolidated Statements of Operations in the amount of $ 7 million and $ 28 million in the three and nine months ended September 30, 2026, respectively, and $ 8 million and $ 22 million during the three and nine months ended September 30, 2025, respectively.

The increase in inventories, net was primarily related to inventory acquired in connection with an acquisition during the three and nine months ended September 30, 2026.

Please refer to “Note 13 – Acquisition.”

6 – Intangibles, Net

The components of intangible assets, net were as follows:

(Dollars in millions) June 30, 2026 December 31, 2025

Developed and Acquired Technology, Net of Accumulated Amortization of $ 595 at June 30, 2026 and $ 586 at December 31, 2025

Trade Names, Net of Accumulated Amortization of $ 263 at June 30, 2026 and $ 242 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 858 at June 30, 2026 and $ 828 at December 31, 2025

Amortization expense was $ 16 million and $ 31 million in the three and six months ended June 30, 2026, respectively, and $ 15 million and $ 29 million in the three and six months ended June 30, 2025, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

(Dollars in millions) September 30, 2026 December 31, 2025

Developed and Acquired Technology, Net of Accumulated Amortization of $ 600 at September 30, 2026 and $ 586 at December 31, 2025

Trade Names, Net of Accumulated Amortization of $ 273 at September 30, 2026 and $ 242 at December 31, 2025

Intangibles, Net of Accumulated Amortization of $ 873 at September 30, 2026 and $ 828 at December 31, 2025

Amortization expense was $ 15 million and $ 46 million in the three and nine months ended September 30, 2026, respectively, and $ 15 million and $ 44 million in the three and nine months ended September 30, 2025, respectively, and is reported in “Selling, General and Administrative” on our Condensed Consolidated Statements of Operations.

The net increase in developed and acquired technology was primarily related to intangibles acquired in connection with an acquisition during the three and nine months ended September 30, 2026.

Please refer to “Note 13 – Acquisition.”

7 – Borrowings and Other Debt Obligations

(Dollars in millions) June 30, 2026 December 31, 2025

(Dollars in millions) September 30, 2026 December 31, 2025

8.625 % Senior Notes due 2030 “2030 Senior Notes”

Current Portion of Finance Leases 30 30

2 unchanged sentences

$ 1,183 $ 1,181

8.625 % Senior Notes due 2030 “2030 Senior Notes”

2030 Senior Notes — 234

Finance Leases

4 unchanged sentences

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

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

At June 30, 2026 and December 31, 2025, the carrying value represented the remaining unpaid principal of $ 236 million, offset by unamortized deferred issuance cost of $ 2 million.

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

At September 30, 2026 and December 31, 2025, the carrying value represented the remaining unpaid principal of $ 236 million, offset by unamortized deferred issuance cost of $ 2 million.

On October 20, 2026, the Company issued a notice to redeem the remaining 2030 Senior Notes in an aggregate principal amount of $ 236 million.

The redemption will be funded using cash on hand.

Pursuant to the Company's accounting policy election, the Company has the ability and intent to repay long-term debt with cash on hand within the next year.

As such, the carrying value of the 2030 Senior Notes was reclassified from long-term debt to current maturities of long-term debt as of September 30, 2026.

2033 Senior Notes

2 unchanged sentences

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

At June 30, 2026, the carrying value represents the remaining unpaid principal of $ 1.2 billion, offset by unamortized deferred issuance cost of $ 18 million.

On September 25, 2026, the indenture related to our 2033 Senior Notes was further amended and supplemented to add Weatherford International Holding LLC, a Texas limited liability company, as an additional co-issuer and co-obligor, and concurrently release the guarantee of Weatherford International Holding LLC.

At September 30, 2026, the carrying value represents the remaining unpaid principal of $ 1.2 billion, offset by unamortized deferred issuance cost of $ 17 million.

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

3 unchanged sentences

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

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

At September 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 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 September 30, 2026, under the Credit Agreement we had zero borrowings, $ 1 million in financial letters of credit and $ 233 million in performance letters of credit outstanding.

Additionally as of September 30, 2026, we had $ 297 million letters of credit under various uncommitted bi-lateral facilities ($ 31 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

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

4 unchanged sentences

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

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

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

8.625 % Senior Notes due 2030

$ 234 $ 238 $ 234 $ 242

6.75 % Senior Notes due 2033

2030 Senior Notes $ — $ — $ 234 $ 242

2033 Senior Notes

$ 1,183 $ 1,181 $ 1,181 $ 1,226

6 unchanged sentences

9 – Shareholders’ Equity

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 71.6 million as of December 31, 2025 to 71.8 million as of June 30, 2026.

The increase was due to the issuance of 0.4 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, partially offset by the cancellation of 0.2 million of our ordinary shares repurchased for $ 26 million.

During the six months ended June 30, 2026, we declared and paid $ 40 million in dividends and accrued an immaterial amount of dividend equivalent rights on share-based awards.

The following summarizes our shareholders’ equity activity for the three and six months ended June 30, 2026 and 2025:

Shares issued and outstanding on our Condensed Consolidated Balance Sheets increased from 71.6 million as of December 31, 2025 to 72.5 million as of September 30, 2026.

The increase was due to the issuance of 1.0 million of our ordinary shares related to an acquisition and of 0.4 million of our ordinary shares for equity awards vested and delivered, net of shares withheld for taxes, partially offset by the cancellation of 0.5 million of our ordinary shares repurchased for $ 54 million.

See “Note 13 – Acquisition” for additional information regarding the acquisition.

During the nine months ended September 30, 2026, we declared and paid $ 59 million in dividends and accrued $ 1 million of dividend equivalent rights on share-based awards.

The following summarizes our shareholders’ equity activity for the three and nine months ended September 30, 2026 and 2025:

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

11 unchanged sentences

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

— — — — — 3 3

Other — — — — — 3 3

Balance at March 31, 2026

6 unchanged sentences

Distributions to Noncontrolling Interests — — — — — ( 5 ) ( 5 )

— — — — — ( 5 ) ( 5 )

Other Comprehensive Income — — — — 16 — 16

2 unchanged sentences

71.8 $ — $ 2,794 $ ( 1,022 ) $ 16 $ 1 $ 1,789

Net Income — — — 120 — 5 125

Equity Awards, Granted and Vested, Net of Shares Withheld for Taxes — — 13 — — — 13

Share Repurchases ( 0.3 ) — ( 28 ) — — — ( 28 )

Dividends Declared ($ 0.275 per share) (1)

— — — ( 20 ) — — ( 20 )

Distributions to Noncontrolling Interests

— — — — — ( 4 ) ( 4 )

Other Comprehensive Loss — — — — ( 25 ) — ( 25 )

Acquisition Related Activity 1.0 — 108 — — 34 142

— — — — — — —

Balance at September 30, 2026

72.5 $ — $ 2,887 $ ( 922 ) $ ( 9 ) $ 36 $ 1,992

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

14 unchanged sentences

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

Net Income — — — 136 — 9 145

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

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

Dividends Declared ($ 0.25 per share) (1)

— — — ( 19 ) — — ( 19 )

Distributions to Noncontrolling Interests — — — — — ( 8 ) ( 8 )

Other Comprehensive Income — — — — 65 — 65

Balance at June 30, 2025 71.8 $ — $ 2,810 $ ( 1,311 ) $ 11 $ 9 $ 1,519

— — — 81 — 6 87

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

7 unchanged sentences

— — — — ( 13 ) — ( 13 )

Balance at June 30, 2025 71.8 $ — $ 2,810 $ ( 1,311 ) $ 11 $ 9 $ 1,519

Other ( 2 ) — — — ( 2 )

Balance at September 30, 2025 71.7 $ — $ 2,811 $ ( 1,249 ) $ ( 2 ) $ 7 $ 1,567

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

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the six months ended June 30, 2026 and 2025:

The following table presents the changes in our accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2026 and 2025:

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

1 unchanged sentence

$ 1 $ 12 $ 13

Other Comprehensive Income 3 — 3

Balance at June 30, 2026

Other Comprehensive Loss ( 21 ) ( 1 ) ( 22 )

Balance at September 30, 2026

$ ( 20 ) $ 11 $ ( 9 )

2 unchanged sentences

Other Comprehensive Income 146 2 148

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 10 ) $ 8 $ ( 2 )

10 – Income per Share

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

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

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

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

1 unchanged sentence

Basic Weighted Average Shares Outstanding 71.9 71.9 71.9 72.4

Dilutive Effect of Awards Granted in Stock Incentive Plan

0.3 0.2 0.3 0.2

Dilutive Effect of Awards Granted in Stock Incentive Plans 0.3 0.3 0.3 0.3

Diluted Weighted Average Shares Outstanding 72.2 72.2 72.2 72.7

10 unchanged sentences

11 – Income Taxes

We recognized a tax expense of $ 33 million and $ 29 million for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025 where we recognized a tax expense of $ 46 million and $ 56 million, respectively.

Income tax expense was lower in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to decreased earnings before taxes.

Income tax expense was lower in the six months ended June 30, 2026 compared with the corresponding period in 2025 primarily due to decreased earnings before taxes and increased recognition of benefits from previously uncertain tax positions.

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

We recognized a tax expense of $ 4 million and $ 33 million for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 where we recognized a tax expense of $ 52 million and $ 108 million, respectively.

Income tax expense was lower in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to a release of a valuation allowance of $ 56 million in the third quarter of 2026 driven by the extension of the statutory utilization period of our deferred tax assets in a specific jurisdiction.

Income tax expense was lower in the nine months ended September 30, 2026 compared with the corresponding period in 2025 primarily due to a release of a valuation allowance of $ 56 million in the third quarter of 2026, decreased earnings before taxes and increased recognition of benefits from previously uncertain tax positions.

The recognized benefit amounts for the first nine months of 2026 and 2025 were $ 44 million and $ 26 million, respectively.

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

5 unchanged sentences

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

12 – Accounts Payable

Supplier Financing

In December 2025, we entered into a supply chain finance program in connection with the purchase of goods, which allows our suppliers to work directly with a third party to provide financing by purchasing their receivables earlier in the payment cycle at a discounted price.

The program became operational in the third quarter of 2026.

We maintain the same contractually agreed upon invoice terms prior to each supplier entering into the program.

We are not required to provide collateral to the third party.

As of September 30, 2026, we had approximately $19 million outstanding under the program, which is included in accounts payable on our Condensed Consolidated Balance Sheet.

13 – Acquisition

On September 1, 2026, we completed the acquisition of NCS Multistage Holdings, Inc.

with total consideration of $ 128 million, which includes $ 13 million in cash net of cash acquired and 1.0 million of our ordinary shares valued at $ 101 million on the closing date and $ 7 million for the portion of the assumed equity awards attributable to pre-combination service.

The purchase was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification “ASC” 805 Business Combinations and the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values measured in accordance with the guidance under ASC 820 Fair Value Measurement.

The fair value measurements of the intangible assets were based on inputs not observable in the market and therefore represent Level 3 measurements.

The fair value of tangible assets acquired was $ 150 million, intangible assets acquired and goodwill was $ 46 million, and liabilities acquired was $ 34 million.

In addition, the acquisition resulted in the recognition of $ 34 million of previously existing noncontrolling interest, representing the acquisition-date fair value of ownership interests retained by third parties.

Acquisition-related costs incurred by the Company are expensed as incurred.

The operating results of the acquired business were included in the Company’s results of operations from the date of acquisition.

See also “Note 6 – Intangibles, Net” and “Note 9 – Shareholders’ Equity” in our Notes to Condensed Consolidated Financial Statements .

14 – Subsequent Events

Declaration of cash dividend

On July 16, 2026, our Board of Directors declared a cash dividend of $ 0.275 per share of the Company’s ordinary shares, payable on September 3, 2026 to shareholders of record as of August 6, 2026.

On October 15, 2026, our Board of Directors declared a cash dividend of $ 0.275 per share of the Company’s ordinary shares, payable on December 3, 2026 to shareholders of record as of November 6, 2026.

Redemption of 2030 Senior Notes

On October 20, 2026, the Company issued a notice to redeem the remaining outstanding principal amount of approximately $ 236 million of its 2030 Senior Notes.

The redemption is expected to occur on October 30, 2026 and will be funded using cash on hand.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements