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Item 2. Management’s Discussion and Analysis

2026-10-21 compared with 2026-07-22 · 136 added, 131 removed, 324 unchanged (45% of the section changed)

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Recent Developments

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.

On September 3, 2026 shareholders approved the proposed redomestication of the parent company from Ireland to the United States as a Delaware corporation ("Redomestication").

The Redomestication remains subject to customary closing conditions, including sanction by the High Court of Ireland and other related implementation steps.

The Company currently expects the Redomestication to be completed during the fourth quarter of 2026.

As discussed elsewhere in this Form 10-Q, certain related restructuring activities, including the planned intellectual property transition, are expected to occur in connection with the Redomestication and are being evaluated for their potential accounting and tax implications.

The Company does not expect the Redomestication to impact its global footprint, customer commitments or ongoing operations.

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

("NCS"), which is now a wholly owned subsidiary of Weatherford.

The transaction consideration consisted of a combination of Weatherford ordinary shares and cash, subject to the terms of the merger agreement.

The acquisition expands the Company's completions portfolio and strengthens its exposure to unconventional resource markets.

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 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.

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

Average rig counts increased during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.

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

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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.

We have filed claims for refunds of certain tariffs and have begun receiving approvals and cash receipts.

Separately, certain tariffs implemented in 2026 have been challenged or modified and new tariffs continue to be introduced.

We continue to monitor these developments, which are not currently expected to have a material impact on our results, but could if certain tariffs are ultimately imposed at maximum rates.

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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

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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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

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International 1,107 1,080 1,082 1,085

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

Worldwide 1,901 1,798 1,831 1,825

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

Iran Conflict

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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 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.

Revenues in Russia were 8% and 9% of our total revenues for the three and nine months ended September 30, 2026, respectively, compared to 8% and 7% of our total revenue for both the three and nine months ended September 30, 2025, respectively.

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 September 30, 2026, our Russia operations included $128 million in cash, $137 million in other current assets, $102 million in property, plant and equipment, net and other non-current assets, and $69 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 $1.1 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.

Revenues of $1.1 billion and $3.4 billion in the three and nine months ended September 30, 2026, respectively, decreased 7% and 6% compared to $1.2 billion and $3.6 billion in the three and nine months ended September 30, 2025, respectively.

Year-over-year in the third quarter, service revenues decreased 8% and product revenues decreased 6%.

For the same period, revenues declined in all segments with WCC, DRE, and PRI responsible for 20%, 17%, and 13% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects.

Year-over-year in the nine months ended September 30, 2026, service revenues decreased 7% and product revenues decreased 6%.

For the same period, revenues declined in all segments with DRE, PRI and WCC responsible for 38%, 27% and 17% 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 declines in Middle East/North Africa/Asia of $86 million, North America of $7 million and Europe/Sub-Sahara Africa/Russia of $7 million, partly offset by a revenue increase of $11 million in the Latin America region.

Year-over-year in the nine months ended September 30, 2026, revenue decrease was led by declines in Middle East/North Africa/Asia of $191 million and North America of $73 million, and partly offset by a revenue increase of $40 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.

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 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.

Operating income of $153 million and $383 million in the three and nine months ended September 30, 2026, respectively, decreased 14% and 31% compared to $178 million and $557 million in the three and nine months ended September 30, 2025, respectively.

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

The nine months ended September 30, 2026 year-over-year decrease was 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 $769 million and $2.4 billion in the three and nine months ended September 30, 2026, respectively, decreased 9% and 6% compared to $844 million and $2.5 billion in the three and nine months ended September 30, 2025, respectively.

The year-over-year decrease was primarily due to a decline in product sales, lower integrated services and projects activity and a reduction in headcount resulting in lower personnel costs.

Our cost of products and services as a percentage of revenues was 67% and 69% in the three and nine months ended September 30, 2026, respectively, compared to 69% in both the three and nine months ended September 30, 2025, respectively.

Selling, general and administrative costs of $182 million and $522 million in the three and nine months ended September 30, 2026, respectively, increased 8% and 6% compared to $169 million and $494 million in the three and nine months ended September 30, 2025, respectively.

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

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

Research and development costs of $23 million and $64 million in the three and nine months ended September 30, 2026, respectively, decreased 15% and 26% compared to $27 million and $86 million in the three and nine months ended September 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.

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

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.

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

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.

Redomestication expense was $6 million and $30 million in the three and nine months ended September 30, 2026, respectively.

These costs primarily relate to activities associated with the Company's proposed redomestication from Ireland to the United States, including legal, tax, consulting and other transaction-related costs.

Other Charges, Net were $4 million and $20 million in the three and nine months ended September 30, 2026, respectively, and $3 million and $19 million in the three and nine months ended September 30, 2025, respectively.

Other Charges, Net primarily included mergers and acquisition costs in the three and nine months ended September 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 nine months ended September 30, 2025.

Consolidated Statements of Operations - Non-Operating Summary

Interest Expense, Net

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 was $15 million and $48 million in the three and nine months ended September 30, 2026, respectively, and $23 million and $70 million in the three and nine months ended September 30, 2025, respectively.

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

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.

Interest expense was $28 million and $82 million in the three and nine months ended September 30, 2026, respectively, and $34 million and $106 million in the three and nine months ended September 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 $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.

Interest income was $13 million and $34 million in the three and nine months ended September 30, 2026, respectively, and $11 million and $36 million in the three and nine months ended September 30, 2025, respectively.

Other Expense, Net

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 was $9 million and $26 million in the three and nine months ended September 30, 2026, respectively, and $16 million and $61 million in the three and nine months ended September 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.

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Financial information by segment is summarized below.

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

Reportable Segments All

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Restructuring Charges

Redomestication (6)

Other Charges, Net (4)

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(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

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Restructuring Charges

Redomestication (30)

Other Charges, Net (20)

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(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

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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 .

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Reportable Segments All

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Three Months Ended Variance

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

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

Revenue $ 331 $ 346 $ (15) (4) %

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Segment Adj EBITDA Margin 27.2 % 24.0 % n/m 320 bps

Six Months Ended Variance

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

Nine Months Ended Variance

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

Revenue $ 943 $ 1,031 $ (88) (9) %

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Segment Adj EBITDA Margin 23.3 % 21.9 % n/m 141 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.

DRE revenues of $331 million and $943 million in the three and nine months ended September 30, 2026, decreased $15 million or 4%, and decreased $88 million or 9% compared to $346 million and $1,031 million in the three and nine months ended September 30, 2025, respectively.

The third quarter year-over-year decrease was primarily due to lower activity for drilling related services and wireline which were each responsible for approximately 50% of the decrease within product lines with revenue decreases.

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

Geographically, within the regions with revenue decreases, approximately 45% of the decrease was from Europe/Sub-Sahara Africa/Russia and approximately 35% from the Middle East/North Africa/Asia region.

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

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.

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

Geographically, approximately 40% of the revenue decrease was from Middle East/North Africa/Asia, approximately 30% of the decrease was from North America and approximately 25% of the decrease was from the Latin America region.

DRE segment adjusted EBITDA of $90 million and $220 million in the three and nine months ended September 30, 2026, increased $7 million or 8%, and decreased $6 million or 3% compared to $83 million and $226 million in the three and nine months ended September 30, 2025, respectively.

DRE segment adjusted EBITDA margin was 27.2% and 23.3% in the three and nine months ended September 30, 2026 compared to 24.0% and 21.9% in the three and nine months ended September 30, 2025, respectively.

The third quarter segment adjusted EBITDA increased year-over-year primarily due to higher margin managed pressure drilling activity and lower direct operating and selling, general and administrative costs.

In the third quarter, direct costs and other expense decreased at a greater rate than revenue, contributing to the increase in margin.

Year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in wireline and drilling-related services, partially offset by higher margin managed pressure drilling activity.

Year-to-date, direct costs decreased at a greater rate than revenue and other expense decreased at the same rate as revenue, resulting in an increase in margin.

Three Months Ended Variance

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

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

Revenue $ 450 $ 468 $ (18) (4) %

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Segment Adj EBITDA Margin 22.2 % 26.7 % n/m (449) bps

Six Months Ended Variance

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

Nine Months Ended Variance

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

Revenue $ 1,326 $ 1,365 $ (39) (3) %

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Segment Adj EBITDA Margin 23.9 % 27.2 % n/m (327) 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.

WCC revenues of $450 million and $1,326 million in the three and nine months ended September 30, 2026, decreased $18 million, or 4%, and decreased $39 million or 3%, compared to $468 million and $1,365 million in the three and nine months ended September 30, 2025, respectively.

The third quarter year-over-year decrease was primarily due to lower activity for liner hangers, which was responsible for approximately 50% of the decrease within product lines with revenue decreases with the remaining decrease equally attributable to lower activity in tubular running services and well services.

This was partly offset by a revenue increase from cementation products 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.

The decrease in revenue was partly offset by revenue increases in the North America and Latin America regions.

The year-to-date year-over-year revenue decrease was primarily due to lower activity in liner hangers and well services, which accounted for approximately 45% and 35% 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 Iran Conflict was the primary contributor to the decline of activity in the Middle East/North Africa/Asia region.

This was partly offset by revenue increases in the Latin America and North America regions.

WCC segment adjusted EBITDA of $100 million and $317 million in the three and nine months ended September 30, 2026, decreased $25 million or 20%, and decreased $54 million or 15%, compared to $125 million and $371 million in the three and nine months ended September 30, 2025, respectively.

WCC segment adjusted EBITDA margin was 22.2% and 23.9% in the three and nine months ended September 30, 2026, compared to 26.7% and 27.2% in the three and nine months ended September 30, 2025, respectively.

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

The third quarter margin decreased year-over-year primarily due to lower revenue and higher other expenses, while direct costs remained flat.

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.

The year-to-date direct costs and other expense increased while revenue decreased causing the decrease in margin.

Three Months Ended Variance

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

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

Revenue $ 314 $ 326 $ (12) (4) %

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Segment Adj EBITDA Margin 23.2 % 18.1 % n/m 515 bps

Six Months Ended Variance

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

Nine Months Ended Variance

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

Revenue $ 926 $ 987 $ (61) (6) %

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Segment Adj EBITDA Margin 21.3 % 18.6 % n/m 263 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.

PRI revenues of $314 million and $926 million in the three and nine months ended September 30, 2026, decreased $12 million or 4% and decreased $61 million or 6%, compared to $326 million and $987 million in the three and nine months ended September 30, 2025, respectively.

The third quarter year-over-year revenue decrease was primarily due to a decline in activity for artificial lift which was responsible for approximately all of the decrease.

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

Geographically, within the regions with revenue decreases, approximately 70% 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.

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

Geographically, within the regions with revenue decreases, approximately 65% 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.

PRI segment adjusted EBITDA of $73 million and $197 million in the three and nine months ended September 30, 2026, increased $14 million or 24%, and increased $13 million or 7%, compared to $59 million and $184 million in the three and nine months ended September 30, 2025, respectively.

PRI segment adjusted EBITDA margin was 23.2% and 21.3% in the three and nine months ended September 30, 2026, compared to 18.1% and 18.6% in the three and nine months ended September 30, 2025, respectively.

The third quarter segment adjusted EBITDA increased year-over-year primarily due to lower selling, general and administrative costs, higher margin intervention services and drilling tools activity and an increase of sub-sea intervention activity.

In the third 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 segment adjusted EBITDA increased year-over-year, primarily due to broad-based cost reductions across direct operating costs, selling general and administrative and research and development expenses, as well as increased sub-sea intervention and digital solutions activity.

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

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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 $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.

All Other revenues were $48 million and $205 million in the three and nine months ended September 30, 2026, compared to $92 million and $246 million in the three and nine months ended September 30, 2025.

The third quarter and year-to-date year-over-year decreases were 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.

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.

Corporate incurred net expense was $19 million and $53 million in the three and nine months ended September 30, 2026 compared to $12 million and $42 million in the three and nine months ended September 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 $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.

Depreciation and amortization expense was $70 million and $211 million in the three and nine months ended September 30, 2026 compared to $67 million and $193 million in the three and nine months ended September 30, 2025.

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

Share-based Compensation

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.

We recognized $15 million and $38 million of share-based compensation in the three and nine months ended September 30, 2026 compared to $10 million and $26 million in the three and nine months ended September 30, 2025.

The increase was primarily attributable to $4 million of compensation cost related to equity awards assumed in connection with an acquisition, including $3 million of accelerated expense recognized upon qualifying terminations.

The year-to-date increase also reflects approximately $7 million of additional expense resulting from the timing of equity grants and higher compensation cost associated with 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.

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.

As we look forward to the fourth quarter, the pace and timing of recovery in the Middle East remains a key source of uncertainty in our near-term outlook.

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

Notwithstanding these conditions, we expect overall activity to improve through the remainder of 2026, driven by increased activity in North America and Latin America regions and supported by contributions from the recent acquisition, although the pace and extent of improvement may vary by region.

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.

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Liquidity and Capital Resources

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.

At September 30, 2026, we had cash and cash equivalents of $1.161 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:

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in millions) 2026

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Operating Activities

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.

Cash provided by operating activities was $503 million for the nine months ended September 30, 2026 compared to cash provided by operating activities of $408 million for the nine months ended September 30, 2025.

The increase in cash provided by operating activities was primarily due to increased cash from accounts receivable, partially offset by lower cash earnings and higher cash usage related to income taxes payable.

Investing Activities

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

Cash used in investing activities was $164 million for the nine months ended September 30, 2026.

The primary investing use of cash was for capital expenditures of $141 million.

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

Cash used in investing activities also includes $13 million for business acquisition, net of cash acquired in the third quarter of 2026 (see “Note 13 – Acquisition”).

Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $23 million offset the proceeds of $22 million.

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

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

The primary investing activities were cash used for capital expenditures of $175 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina.

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Financing Activities

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.

Cash used in financing activities was $167 million for the nine months ended September 30, 2026.

The primary financing uses of cash were for cash dividends of $59 million, share repurchases of $54 million (see “Note 9 – Shareholders’ Equity”), repayments of long-term debt of $25 million and tax remittances on equity awards vested of $20 million.

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

The primary financing uses of cash were share repurchases of $94 million, repayments and repurchases of long-term debt of $80 million (including $61 million in repurchases of our 2030 Senior Notes), cash dividends of $54 million and tax remittances on equity awards of $20 million.

Sources of Liquidity

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

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.

As of September 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 $102 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 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.

At September 30, 2026 and December 31, 2025, we had approximately $164 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, 2025 have been maintained as follows:

Our credit ratings at September 30, 2026 were maintained since December 31, 2025 and outlooks upgraded 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

• Standard and Poor maintained issuer credit ratings of ‘BB;’ and revised its outlook from stable to a positive outlook

• Fitch Ratings maintained our issuer credit ratings of ‘BB;’ and revised its outlook from stable to a positive 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 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 net accounts receivables in Mexico were 19% and 27% of our total net accounts receivables as of September 30, 2026 and December 31, 2025, respectively, of which our largest customer in the country accounted for 14% 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.

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

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.

As of September 30, 2026 and December 31, 2025, our net accounts receivables in the U.S were 14% 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 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.

During the three and nine months ended September 30, 2026, we sold accounts receivable balances of $3 million and $16 million, and received cash proceeds of $3 million and $16 million, respectively, at the time of factoring.

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.

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 (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.

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 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.

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.

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 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.

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

As of June 30, 2026 and December 31, 2025, we had surety bonds outstanding of $540 million and $629 million, respectively.

As of September 30, 2026 and December 31, 2025, we had surety bonds outstanding of $534 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.

“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.

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.

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

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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 receive, in a timely manner and on satisfactory terms, required 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.

• the risk that any of the anticipated benefits of the acquisition of NCS 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.

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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