RPC INC

Previous wording

RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.

Current wording

RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the Iran war and related blockade of the Strait of Hormuz and other oil transportation shipping lanes, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.

Previous wording

Net income for the three months ended March 31, 2026, was $0.9 million, or $0.00 (rounded) diluted earnings per share compared to net income of $12.0 million, or $0.06 diluted earnings per share in the same period of 2025.

Current wording

During the second quarter of 2026, total revenues of $460.9 million increased by $40.1 million or 9.5% compared to the same period in the prior year. Operating income was $14.8 million for the three months ended June 30, 2026, compared to $15.5 million for the same period of 2025. Net income for the three months ended June 30, 2026, was $12.1 million, or $0.05 diluted earnings per share compared to net income of $10.1 million, or $0.05 diluted earnings per share in the same period of 2025. Net cash provided by operating activities decreased to $74.6 million for the six months ended June 30, 2026, compared to $92.9 million for the same period of 2025, primarily due to working capital increases associated with higher activity levels.

Previous wording

We use Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses.

Current wording

We use Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses. See section titled Non-GAAP financial measures for Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow computations.

Previous wording

These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP. Management believes that presenting these non-GAAP measures, other than free cash flow, enables investors to compare the operating performance of our core business consistently over various time periods, without regard to acquisition related employment costs and changes in our accounting for purchases of wireline cables, and in the case of Adjusted EBITDA and Adjusted EBITDA margin, without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating RPC's liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating

Current wording

These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP. Management believes that presenting these non-GAAP measures, other than free cash flow, enables investors to compare the operating performance of our core business consistently over various time periods, without regard to acquisition related employment costs and changes in our accounting for purchases of wireline cables, and without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating RPC's liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. Additionally, RPC’s definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.

Previous wording

See Non-GAAP Financial Measures below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Current wording

See Non-GAAP Financial Measures below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Cash Provided by Operating Activities to Free Cash Flow, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

Previous wording

During the first quarter of 2026, the average price of oil was 1.9% lower and the average price of natural gas was 16.2% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended March 31, 2026, was 6.8% lower than in the same period in 2025.

Current wording

During the second quarter of 2026, the average price of oil was 49.1% higher due to Middle East supply disruptions, while the average price of natural gas was 8.1% lower, compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended June 30, 2026, was 3.0% lower than in the same period in 2025.

Previous wording

*Cost of revenues.*Cost of revenues increased 45.8% to $355.6 million for the three months ended March 31, 2026, compared to $243.9 million for the three months ended March 31, 2025, primarily due to costs from Pintail, which was acquired during the second quarter of 2025, coupled with increases in expenses consistent with higher activity levels. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $37.1 million for the first quarter of 2026 compared to $32.4 million for the first quarter of 2025.

Current wording

*Cost of revenues.*Cost of revenues increased 8.8% to $345.7 million for the three months ended June 30, 2026, compared to $317.7 million for the three months ended June 30, 2025, primarily due to increases in expenses consistent with higher activity levels. In accordance with Staff Accounting Bulletin (“SAB”) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $37.4 million for the second quarter of 2026 compared to $36.6 million for the second quarter of 2025.

Previous wording

*Selling, general and administrative expenses.*Selling, general and administrative expenses increased to $48.2 million for the three months ended March 31, 2026, compared to $42.5 million for the three months ended March 31, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with expenses from Pintail, which was acquired during the second quarter of 2025.

Current wording

*Selling, general and administrative expenses.*Selling, general and administrative expenses increased to $51.5 million for the three months ended June 30, 2026, compared to $40.8 million for the three months ended June 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with an increase in professional and advisory fees.

Previous wording

*Acquisition related employment costs.*Acquisition related employment costs of $7.3 million represent non-cash accounting adjustments related to the Pintail acquisition costs that are contingent upon continued employment of certain Pintail employees.

Current wording

*Acquisition related employment costs.*Acquisition related employment costs of $7.3 million represent non-cash accounting adjustments for costs related to the Pintail acquisition that are contingent upon continued employment of certain Pintail employees. These costs include the stock consideration and 50% of the Seller Note paid to the seller as part of acquisition of Pintail that is contingent on the seller’s continued employment. Also included are redistribution payments paid by the seller out of closing cash, the reimbursement of which is subject to the seller’s continued employment with RPC. These costs are amortized over a three-year period.

Previous wording

Gain on disposition of assets, net. Gain on disposition of assets, net was $1.8 million for the three months ended March 31, 2026, compared to $1.5 million for the three months ended March 31, 2025. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

Current wording

Gain on disposition of assets, net. Gain on disposition of assets, net was $1.4 million for the three months ended June 30, 2026, compared to $2.2 million for the three months ended June 30, 2025. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

Previous wording

*Other income, net.*Other income, net was $749 thousand for the three months ended March 31, 2026, compared to $885 thousand for the same period in the prior year.

Current wording

*Other income, net.*Other income, net was $929 thousand for the three months ended June 30, 2026, compared to $1.2 million for the same period in the prior year.

Previous wording

Income tax provision. Income tax provision was $3.5 million during the three months ended March 31, 2026, compared to $4.5 million tax provision for the same period in 2025. The effective tax rate was 80.1% for the three months ended March 31, 2026, compared to a 27.2% effective tax rate for the three months ended March 31, 2025. The increase in effective tax rate is primarily due to acquisition related employment costs that are permanently nondeductible for tax purposes, which had a disproportionate impact due to lower pretax income.

Current wording

Income tax provision. Income tax provision was $4.5 million during the three months ended June 30, 2026 compared to $7.2 million tax provision for the same period in the prior year. The effective tax rate was 27.1% for the three months ended June 30, 2026 compared to a 41.3% effective tax rate for the same period in the prior year. The decrease in effective tax rate is primarily due to the smaller impact of permanent adjustments on pretax income.

Previous wording

*Revenues.*Revenues of $454.8 million for the three months ended March 31, 2026, increased 36.6% compared to the three months ended March 31, 2025. The increase in revenues was primarily due to revenues of $97.8 million from Pintail, which was acquired during the second quarter of 2025, coupled with revenue increases in pressure pumping, downhole tools and coiled tubing. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges have impacted activity levels, asset utilization, and pricing. International revenues represented 1.5% of total revenues in the first quarter of 2026 compared to 2.4% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

Current wording

*Revenues.*Revenues of $915.6 million for the six months ended June 30, 2026, increased 21.5% compared to the six months ended June 30, 2025. The increase in revenues was primarily due to a full six months of revenues from Pintail, which was acquired on April 1, 2025, coupled with revenue increases due to increased activity in pressure pumping, downhole tools and coiled tubing. Management believes the oilfield services completion market continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges have impacted activity levels, asset utilization, and pricing. International revenues represented 1.7% of total revenues in the first six months of 2026 compared to 2.2% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

Previous wording

The Technical Services segment revenues for the first quarter of 2026 increased by 39.3% compared to the same period of the prior year due primarily to the acquisition of Pintail, coupled with an increase in pressure pumping, downhole tools and coiled tubing revenues. Support Services segment revenues for the first quarter of 2026 decreased by 2.7% compared to the same period in the prior year, primarily due to lower pricing within rental tools.

Current wording

The Technical Services segment revenues for the six months ended June 30, 2026 increased by 23.1% compared to the same period of the prior year due primarily to the acquisition of Pintail, coupled with an increase in pressure pumping, downhole tools and coiled tubing. Support Services segment revenues for the six months ended June 30, 2026 decreased by 4.1% compared to the same period in the prior year, primarily due to job mix.

Previous wording

*Depreciation and amortization.*Depreciation and amortization increased 20.3% to $42.9 million for the three months ended March 31, 2026, compared to $35.6 million for the three months ended March 31, 2025. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.

Current wording

*Depreciation and amortization.*Depreciation and amortization increased 10.1% to $85.8 million for the six months ended June 30, 2026, compared to $78.0 million for the six months ended June 30, 2025. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.

Previous wording

*Interest expense and interest income.*Interest expense increased to $830 thousand for the three months ended March 31, 2026, compared to $131 thousand for the three months ended March 31, 2025. Interest expense increased primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $1.8 million compared to $3.4 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail during the second quarter of 2025.

Current wording

*Interest expense and interest income.*Interest expense increased to $1.5 million for the six months ended June 30, 2026, compared to $1.1 million for the six months ended June 30, 2025. Interest expense increased primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of related loan costs. Interest income decreased to $3.3 million compared to $5.0 million in the prior year due to a lower average cash balance, primarily due to the funding of the Pintail acquisition during the second quarter of 2025.

Previous wording

Net income, net income margin and diluted earnings per share. Net income was $0.9 million during the three months ended March 31, 2026, or $0.00 (rounded) diluted earnings per share, compared to net income of $12.0 million during the three months ended March 31, 2025, or $0.06 diluted earnings per share. Net income margin was 0.2% for the three months ended March 31, 2026, compared to 3.6% for the same period in the prior year.

Current wording

Net income, net income margin and diluted earnings per share. Net income was $12.9 million during the six months ended June 30, 2026, or $0.06 diluted earnings per share, compared to net income of $22.2 million during the six months ended June 30, 2025, or $0.10 diluted earnings per share. Net income margin was 1.4% for the six months ended June 30, 2026, compared to 2.9% for the same period in the prior year.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $53.5 million, and Adjusted EBITDA margin was 11.8% for the three months ended March 31, 2026, compared to $48.9 million and 14.7%, respectively, for the same period in the prior year.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $119.5 million, and Adjusted EBITDA margin was 13.0% for the six months ended June 30, 2026, compared to $109.8 million and 14.6%, respectively, for the same period in the prior year.

Previous wording

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $31.2 million for the three months ended March 31, 2026, compared to $39.9 million for the three months ended March 31, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Working capital was a use of cash during the current quarter primarily due to higher accounts receivable due to activity increases. Free cash flow was a use of $0.9 million for the three months ended March 31, 2026, compared to a source of $7.6 million for the three months ended March 31, 2025.

Current wording

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $74.6 million for the six months ended June 30, 2026, compared to $92.9 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Working capital was a use of cash during the last six months primarily due to higher accounts receivable consistent with higher activity levels. Free cash flow was $3.8 million for the six months ended June 30, 2026, compared to $17.6 million for the six months ended June 30, 2025.

Previous wording

The Company’s cash and cash equivalents decreased $9.2 million to $200.7 million as of March 31, 2026, compared to cash and cash equivalents of $210.0 million as of December 31, 2025.

Current wording

The Company’s cash and cash equivalents decreased $30.5 million to $179.5 million as of June 30, 2026, compared to cash and cash equivalents of $210.0 million as of December 31, 2025.

Previous wording

The following table sets forth the historical cash flows for the three months ended March 31, 2026, and 2025:

Current wording

The following table sets forth the historical cash flows for the six months ended June 30, 2026, and 2025:

Previous wording

Cash provided by operating activities for the three months ended March 31, 2026, decreased by $8.7 million compared to the three months ended March 31, 2025, primarily due to unfavorable changes in working capital, coupled with a decrease in net income. Change in working capital was a use of cash of $21.7 million during the three months ended March 31, 2026, compared to a use of cash of $6.9 million in the same period last year. The most significant working capital related cash flow during the three months ended March 31, 2026, was a cash use of $47.1 million in accounts receivable, partially offset by a cash source of $41.3 million in accounts payable, both due to an increase in activity levels, coupled with the timing of payments and receipts. The changes in the other components of working capital were mainly due to the timing of payments and receipts.

Current wording

Cash provided by operating activities for the six months ended June 30, 2026, decreased by $18.3 million compared to the six months ended June 30, 2025, primarily due to unfavorable changes in working capital, coupled with a decrease in net income. Change in working capital was a use of cash of $42.6 million during the six months ended June 30, 2026, compared to a use of cash of $14.8 million in the same period last year. The most significant working capital component change during the six months ended June 30, 2026, was a cash use of $51.0 million in accounts receivable. This amount was coupled with cash use of $13.2 million due to the satisfaction of performance obligations that were associated with a customer cash prepayment, partially offset by a source of cash of $26.9 million in accounts payable due to an increase in activity levels. The changes in the other components of working capital were mainly due to the timing of payments and receipts.

Previous wording

Cash used for investing activities for the three months ended March 31, 2026, increased by $0.4 million compared to the three months ended March 31, 2025, primarily due to a decrease in proceeds from sale of assets, partially offset by a slight decrease in capital expenditures primarily related to the timing of new equipment deliveries. Capital expenditures were $32.1 million for the three months ended March 31, 2026, compared to $32.3 million for the three months ended March 31, 2025.

Current wording

Cash used for investing activities for the six months ended June 30, 2026, decreased by $168.1 million compared to the six months ended June 30, 2025, as cash was used to fund the Pintail acquisition during 2025. This was coupled with a decrease in proceeds from sale of assets, partially offset by a decrease in capital expenditures primarily related to the timing of new equipment deliveries. Capital expenditures were $70.8 million for the six months ended June 30, 2026, a decrease compared to $75.3 million for the six months ended June 30, 2025.

Previous wording

Cash used for financing activities for the three months ended March 31, 2026, increased by $0.9 million compared to the three months ended March 31, 2025, primarily due to an increase in repurchases of the Company’s shares for taxes related to the vesting of restricted shares.

Current wording

Cash used for financing activities for the six months ended June 30, 2026, increased by $16.4 million compared to the six months ended June 30, 2025, primarily due to the $20.0 million principal payment on the Seller Note related to the Pintail acquisition, that was made during the second quarter of 2026.

Previous wording

The majority of our cash and cash equivalents are held at multiple financial institutions, each of which holds funds in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.

Current wording

Our cash and cash equivalents are held at multiple financial institutions, many of which hold funds in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.

Previous wording

revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of March 31, 2026, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million; therefore, a total of $81.8 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see note to the consolidated financial statements titled “Notes Payable.”

Current wording

The Company amended its credit agreement during the second quarter of 2026 to, among other things, extend the maturity date for revolving loans from June 22, 2027 to June 30, 2031. The $100.0 million revolving credit facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items, as well as providing for acceleration of amounts due upon the occurrence of certain specified events of default. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 30, 2031, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of June 30, 2026, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million; therefore, a total of $81.8 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see note to the consolidated financial statements titled “Notes Payable.”

Previous wording

The Company currently expects capital expenditures to be between $160 million and $180 million in 2026. We expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP and supply chain systems. As of March 31, 2026, $32.1 million had been spent.

Current wording

The Company currently expects capital expenditures to be between $170 million and $190 million for 2026. We expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our Enterprise Resource Planning (“ERP”) systems. For the six months ended June 30, 2026, $70.8 million of capital expenditures had been incurred.

Previous wording

During 2026, the Company continued its multi-year systems transformation program to upgrade its ERP and supply chain systems and continues to capitalize some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach.

Current wording

The Company continues its multi-year systems transformation program to upgrade its ERP systems and has capitalized some costs associated with systems implementation. We plan to continue the systems implementation through a phased approach.

Previous wording

As noted above, the Company issued a Seller Note in connection with the Pintail Acquisition. The Seller Note matures on April 1, 2028, and provides for specified principal payments to be made annually through the third anniversary of the acquisition. The first principal payment of $20 million will be made on May 11, 2026. Interest on the Seller Note accrues at a variable rate equal to the SOFR for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. For the first quarter of 2026, interest payments paid on the Seller Note totaled approximately $704 thousand. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.

Current wording

As noted above, the Company assumed a Seller Note in connection with the Pintail Acquisition. The Seller Note matures on April 1, 2028, and provides for specified principal payments to be made annually through the third anniversary of the acquisition. The first principal payment of $20 million was made during the second quarter of 2026. Interest on the Seller Note accrues at a variable rate equal to the SOFR for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. For the second quarter of 2026, interest payments paid on the Seller Note totaled approximately $548 thousand. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.

Previous wording

The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. There were no shares repurchased on the open market during the first quarter of 2026, and 12,768,870 shares remained available to be repurchased under the current authorization as of March 31, 2026. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies. The stock buyback program does not have a predetermined expiration date. For additional information with respect to RPC’s stock buyback program, see note to the consolidated financial statements titled “Cash Paid for Common Stock Purchased and Retired.”

Current wording

The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. There were no shares repurchased on the open market during the second quarter of 2026, and 12,768,870 shares remained available for repurchase under the current authorization as of June 30, 2026. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies. The stock buyback program does not have a predetermined expiration date.

Previous wording

The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials has increased. The cost increases have moderated but remain high by historical standards. Additionally, tariffs can impact the absolute costs of materials, as well as cause shifts in production to more domestic production adding inflationary pressures to domestic suppliers. Though the ultimate impact is uncertain, the Company does not currently expect tariffs on goods imported into the U.S. to result in materially higher costs of equipment.

Current wording

The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials has increased. The cost increases have moderated but remain high by historical standards. Additionally, tariffs can impact the absolute cost of materials, equipment and components, as well as contribute to supply chain disruptions and inflationary pressures on domestic suppliers. While the Company has not experienced a material impact from tariffs to date, the future effect of tariffs and other trade-related measures remains uncertain and could result in higher costs, reduced availability of certain materials and equipment, or other operational challenges.

Previous wording

however the recent fluctuations of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. That long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates, that recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted, and depending on the duration of the conflict’s impacts, activity outside of the Middle East could benefit. and expectations regarding changes in internal controls.

Current wording

RPC believes current commodity prices remain supportive of drilling and completion activity levels. While recent volatility in oil prices and broader macroeconomic uncertainty could cause customers to delay or modify planned activity, the Company has observed improving pricing trends and activity visibility in certain service lines during recent months. Recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted. Depending on the duration of these conflicts, activity outside of the Middle East could benefit.

Previous wording

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for more efficient equipment. Increased efficiencies in recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.

Current wording

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for more efficient equipment. Increased efficiencies in recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the oilfield services market. We believe that competition will remain intense.

Previous wording

The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $15 thousand for the three months ended March 31, 2026, and $16 thousand for the three months ended March 31, 2025. All of the related party transactions are reviewed and approved by a subcommittee of the Nominating and Corporate Governance Committee consisting of independent members, or in certain instances, by the Audit Committee.

Current wording

The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $30 thousand for the six months ended June 30, 2026, and $32 thousand for the six months ended June 30, 2025. All of the related party transactions are reviewed and approved by a subcommittee of the Nominating and Corporate Governance Committee consisting of independent members, or in certain instances, by the Audit Committee.

Previous wording

RPC and Marine Products own 50% each of a limited liability company, 255 RC, LLC, that was created for the joint purchase and ownership of a corporate aircraft. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $43 thousand for the three months ended March 31, 2026, compared to $53 thousand for the comparable period in 2025.

Current wording

aircraft. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $86 thousand for the six months ended June 30, 2026, compared to $100 thousand for the comparable period in 2025.

Previous wording

Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include, without limitation, statements regarding: our belief that operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, estimated future amortization expense, the impact of ongoing sales and use tax audits in various jurisdictions, the outcome of lawsuits, legal proceedings, claims and audits, interest rate risk, the impact on our financial results of geopolitical events, the impact of global conflicts including the conflict involving Iran and the blockage of the Strait of Hormuz, the timing and amount of repurchases of shares of the Company’s common stock, that we continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel, our belief that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future, that the Company currently expects capital expenditures to be between $160 million and $180 million in 2026 and that we expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP and supply chain systems, our plan to continue the ERP implementation through a phased approach, that we expect to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, our expectation to fund obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed, that our financial condition remains strong, exposure to market risk and expectations regarding its impact, our belief that competition will remain intense, that oil prices currently remain at levels sufficient to continue drilling and completion activities,

Current wording

Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report also include, without limitation, statements regarding: our belief that operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, estimated future amortization expense, the impact of ongoing sales and use tax audits in various jurisdictions, the outcome of lawsuits, legal proceedings, claims and audits, interest rate risk, the impact on our financial results of geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities, the impact of global conflicts including the conflict involving Iran and the blockade of the Strait of Hormuz and other oil transportation shipping lanes, the timing and amount of repurchases of shares of the Company’s common stock, that we continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel, our belief that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future, that the Company currently expects capital expenditures to be between $170 million and $190 million in 2026 and that we expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP and supply chain systems, our plan to continue the ERP implementation through a phased approach, that we expect to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, our expectation to fund obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed, that our financial condition remains strong, exposure to market risk and expectations regarding its impact, our belief t…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution, the potential for tariffs to increase our costs of materials and reduce our profitability, and capital expenditures are determined based on current expectations for our business, as a result, the occurrence of any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K f…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution, the potential for tariffs to increase our costs of materials and reduce our profitability, and capital expenditures are determined based on current expectations for our business, as a result, the occurrence of any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K f…

Excerpt shortened here; the source contains the full paragraph.