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 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.

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 OPEC and other oil-producing nations, 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

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.

Current wording

During the third quarter of 2026, total revenues of $467.7 million increased by $20.6 million or 4.6% compared to the same period in the prior year. Operating loss was $53.8 million for the three months ended September 30, 2026, compared to operating income of $20.8 million for the same period of 2025. Net loss for the three months ended September 30, 2026, was $41.9 million, or a loss of $0.20 per share compared to net income of $13.0 million, or $0.06 diluted earnings per share in the same period of 2025. Net cash provided by operating activities decreased to $115.7 million for the nine months ended September 30, 2026, compared to $139.5 million for the same period of 2025, primarily due to working capital increases associated with higher activity levels.

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 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.

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 impairment charges, acquisition related employment costs and changes in estimated lives 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 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 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 Cash Provided by Operating Activities to Free Cash Flow, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

Current wording

See “Non-GAAP Financial Measures-- Reconciliation of GAAP and non-GAAP Financial Measures” below for reconciliations of EBITDA and Adjusted EBITDA to net income; 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 Cash Provided by Operating Activities, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

Previous wording

*Revenues.*Revenues of $460.9 million for the three months ended June 30, 2026, increased 9.5% compared to the three months ended June 30, 2025. The increase in revenues was primarily due to increased activities in pressure pumping, downhole tools and coiled tubing, partially offset by a decrease in wireline activity. 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, although slight improvements were realized during the quarter, have impacted activity levels, asset utilization, and pricing. International revenues represented 2.0% of total revenues in the second quarter of 2026 unchanged compared to 2.0% 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 $467.7 million for the three months ended September 30, 2026, increased 4.6% compared to the three months ended September 30, 2025. The increase in revenues was primarily due to increased activity in pressure pumping, downhole tools and coiled tubing, partially offset by decreased wireline activity. Management believes the oilfield services completion market continues to be oversupplied, and efficiency gains are contributing to excess capacity in the industry. Although slight improvements in some service lines were realized during the quarter, overall industry challenges continued to affect activity levels, asset utilization and pricing. International revenues represented 2.2% of total revenues in the third quarter of 2026, an increase compared to 1.8% 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

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.

Current wording

During the third quarter of 2026, the average price of oil was 30.7% higher due to Middle East supply disruptions, while the average price of natural gas was 5.3% lower, compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes Company) for the three months ended September 30, 2026, was 9.1% higher than in the same period in 2025.

Previous wording

The Technical Services segment revenues for the second quarter of 2026 increased by 10.4% compared to the same period of the prior year due primarily to increased activities in pressure pumping, downhole tools and coiled tubing revenues. Support Services segment revenues for the second quarter of 2026 decreased by 5.4% compared to the same period in the prior year, primarily due to job mix.

Current wording

Technical Services segment revenues for the third quarter of 2026 increased by 5.2% compared to the same period of the prior year due primarily to increased activities in pressure pumping, downhole tools and coiled tubing. Support Services segment revenues for the third quarter of 2026 decreased by 5.6% compared to the same period in the prior year, primarily due to job mix.

Previous wording

Technical Services reported operating income of $27.6 million in the second quarter of 2026, an increase of 30.5% compared to the second quarter of 2025. The increase in Technical Services operating income was primarily due to an increase in downhole tools, coiled tubing and pressure pumping activity, partially offset by a decrease in wireline activity. Support Services reported operating income of $2.3 million for the second quarter of 2026, a decrease of 50.6% which was primarily due to job mix.

Current wording

Technical Services reported operating income, excluding the non-cash $74.5 million Pintail impairment, of $28.9 million in the third quarter of 2026, an increase of 18.0% compared to the third quarter of 2025. The increase in Technical Services operating income, excluding the impairment, was primarily due to an increase in downhole tools, coiled tubing and pressure pumping profitability and activity, partially offset by a decrease in wireline profitability and activity. Support Services reported operating income of $3.6 million for the third quarter of 2026, a decrease of 22.5% compared to the prior-year period, primarily due to job mix.

Previous 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.

Current wording

*Cost of revenues.*Cost of revenues increased 4.5% to $349.8 million for the three months ended September 30, 2026, compared to $334.7 million for the three months ended September 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 $37.0 million for the third quarter of 2026 compared to $38.4 million for the third quarter of 2025.

Previous 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.

Current wording

*Selling, general and administrative expenses.*Selling, general and administrative expenses increased to $50.8 million for the three months ended September 30, 2026, compared to $44.6 million for the three months ended September 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with an increase in incentive compensation.

Previous 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.

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 the 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 continued employment with RPC. These costs are amortized over a three-year period.

Previous wording

*Depreciation and amortization.*Depreciation and amortization increased 1.5% to $43.0 million for the three months ended June 30, 2026, compared to $42.3 million for the three months ended June 30, 2025. Depreciation and amortization increased due to capital expenditures in the past year.

Current wording

*Depreciation and amortization.*Depreciation and amortization decreased 3.3% to $42.7 million for the three months ended September 30, 2026, compared to $44.1 million for the three months ended September 30, 2025.

Previous 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.

Current wording

Gain on disposition of assets, net. Gain on disposition of assets, net was $3.5 million for the three months ended September 30, 2026, compared to $3.6 million for the three months ended September 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 $929 thousand for the three months ended June 30, 2026, compared to $1.2 million for the same period in the prior year.

Current wording

*Other income, net.*Other income, net was $886 thousand for the three months ended September 30, 2026, compared to $968 thousand for the same period in the prior year.

Previous wording

*Interest expense and interest income.*Interest expense decreased to $671 thousand for the three months ended June 30, 2026, compared to $1.0 million for the three months ended June 30, 2025. Interest expense decreased 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. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of the related loan costs. Interest income decreased to $1.5 million compared to $1.6 million in the prior year due to a slightly lower average cash balance.

Current wording

*Interest expense and interest income.*Interest expense decreased to $533 thousand for the three months ended September 30, 2026, compared to $949 thousand for the three months ended September 30, 2025. Interest expense decreased primarily due to the principal reduction of the note payable related to 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 $1.5 million from $1.7 million in the prior year due to a slightly lower average cash balance.

Previous 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.

Current wording

Income tax (benefit) provision. Income tax benefit was $10.0 million during the three months ended September 30, 2026 compared to $9.6 million tax provision for the same period in the prior year. The effective tax rate reflects a benefit of 19.2% for the three months ended September 30, 2026, compared to a provision of 42.6% for the same period in the prior year. The change in the effective tax rate was primarily due to the impact of unfavorable permanent differences in relation to a pretax loss in 2026, which

Previous 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.

Current wording

Net (loss) income and (loss) per share, diluted earnings per share. Net loss was $41.9 million during the three months ended September 30, 2026, or $0.20 loss per share, compared to net income of $13.0 million during the three months ended September 30, 2025, or $0.06 diluted earnings per share.

Previous 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.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $71.5 million, and Adjusted EBITDA margin was 15.3% for the three months ended September 30, 2026, compared to $67.8 million and 15.2%, 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 $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.

Current wording

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $41.1 million for the three months ended September 30, 2026, compared to $46.5 million for the three months ended September 30, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital. Working capital was a use of cash during the three months ended September 30, 2026, primarily due to higher accounts receivable resulting from increased customer activity and timing of collections, and strategic inventory purchases including key components in short supply. Free cash flow was $1.2 million for the three months ended September 30, 2026, compared to $4.1 million for the three months ended September 30, 2025.

Previous 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.

Current wording

*Revenues.*Revenues of $1.4 billion for the nine months ended September 30, 2026, increased 15.2% compared to the nine months ended September 30, 2025. The increase in revenues was primarily due to a full nine 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 oversupplied, and efficiency gains are contributing to excess capacity in the industry. Although slight improvements in some service lines were realized during the current year, these challenges continued to impact activity levels, asset utilization and pricing. International revenues represented 1.9% of total revenues during the nine months ended September 30, 2026, compared to 2.0% 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

During the six months ended June 30, 2026, the average price of oil was 22.3% higher due to Middle East supply disruptions, and the average price of natural gas was 5.6% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the six months ended June 30, 2026, was 5.0% lower than in the same period in 2025.

Current wording

During the nine months ended September 30, 2026, the average price of oil was 25.0% higher due to Middle East supply disruptions, and the average price of natural gas was 2.4% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes Company) for the nine months ended September 30, 2026, was essentially unchanged compared to the same period in 2025.

Previous 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.

Current wording

Technical Services segment revenues for the nine months ended September 30, 2026, increased by 16.4% 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 nine months ended September 30, 2026, decreased by 4.7% compared to the same period in the prior year, primarily due to job mix.

Previous wording

Technical Services reported operating income of $43.5 million during the six months ended June 30, 2026, an increase of 24.0% compared to the prior year. The increase in Technical Services operating income was primarily due to an increase in downhole tools, coiled tubing and pressure pumping activity. Support Services reported operating income of $2.7 million for the six months ended June 30, 2026, a decrease of 63.1% compared to the same period of the prior year. The decrease in Support Services operating income was primarily due to job mix.

Current wording

Technical Services reported operating income, excluding the non-cash $74.5 million Pintail impairment charge, during the nine months ended September 30, 2026, an increase of 21.5% compared to the prior year. The increase in Technical Services operating income, excluding the impairment, was primarily due to an increase in downhole tools, coiled tubing and pressure pumping activity. Support Services reported operating income of $6.3 million for the nine months ended September 30, 2026, a decrease of 47.4% compared to the same period of the prior year. The decrease in Support Services operating income was primarily due to job mix.

Previous wording

*Cost of revenues.*Cost of revenues increased 24.9% to $701.3 million for the six months ended June 30, 2026, compared to $561.6 million for the six months ended June 30, 2025, primarily due to increases in expenses consistent with higher activity levels, coupled with costs from Pintail, which was acquired on April 1, 2025. In accordance with SAB Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $74.6 million for the six months ended June 30, 2026 compared to $69.0 million for the same period in the prior year.

Current wording

*Cost of revenues.*Cost of revenues increased 17.3% to $1.1 billion for the nine months ended September 30, 2026, compared to $896.3 million for the nine months ended September 30, 2025, primarily due to increases in expenses consistent with higher activity levels, coupled with the year-over-year impact of a full nine months of Pintail financial results. In accordance with SAB Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $111.6 million for the nine months ended September 30, 2026, compared to $107.4 million for the same period in the prior year.

Previous wording

*Selling, general and administrative expenses.*Selling, general and administrative expenses increased to $99.7 million for the six months ended June 30, 2026, compared to $83.3 million for the six months ended June 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels.

Current wording

*Selling, general and administrative expenses.*Selling, general and administrative expenses increased to $150.5 million for the nine months ended September 30, 2026, compared to $128.0 million for the nine months ended September 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels.

Previous wording

*Acquisition related employment costs.*Acquisition related employment costs of $14.6 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.

Current wording

*Acquisition related employment costs.*Acquisition related employment costs of $21.9 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 the 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 continued employment with RPC. These costs are amortized over a three-year period.

Previous 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.

Current wording

*Depreciation and amortization.*Depreciation and amortization increased 5.3% to $128.5 million for the nine months ended September 30, 2026, compared to $122.1 million for the nine months ended September 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

Gain on disposition of assets, net. Gain on disposition of assets, net was $3.2 million for the six months ended June 30, 2026, compared to $3.7 million for the six 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.

Current wording

Gain on disposition of assets, net. Gain on disposition of assets, net was $6.7 million for the nine months ended September 30, 2026, compared to $7.3 million for the nine months ended September 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 $1.7 million for the six months ended June 30, 2026, compared to $2.0 million for the same period in the prior year.

Current wording

*Other income, net.*Other income, net was $2.6 million for the nine months ended September 30, 2026, compared to $3.0 million for the same period in the prior year.

Previous 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.

Current wording

*Interest expense and interest income.*Interest expense was $2.0 million for the nine months ended September 30, 2026, compared to $2.1 million for the nine months ended September 30, 2025. 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 $4.8 million from $6.8 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

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.

Current wording

The Company’s cash and cash equivalents decreased $32.9 million to $177.1 million as of September 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 six months ended June 30, 2026, and 2025:

Current wording

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

Previous 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.

Current wording

use of cash of $68.0 million during the nine months ended September 30, 2026, compared to a use of cash of $43.7 million in the same period last year. The most significant working capital component change during the nine months ended September 30, 2026, was a use of cash of $59.5 million in accounts receivable coupled with a use of cash of $21.7 million in inventories, partially offset by a source of cash of $15.1 million in accounts payable primarily 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 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.

Current wording

Cash used for investing activities for the nine months ended September 30, 2026, decreased by $169.7 million compared to the nine months ended September 30, 2025, as cash was used to fund the Pintail acquisition during 2025. Capital expenditures were $110.7 million for the nine months ended September 30, 2026, a decrease compared to $117.8 million for the same period in 2025.

Previous 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.

Current wording

Cash used for financing activities for the nine months ended September 30, 2026, increased by $16.3 million compared to the nine months ended September 30, 2025, primarily due to a $20.0 million principal payment on the note payable during the second quarter of 2026.

Previous 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.”

Current wording

The Company currently has a $100.0 million revolving credit facility that 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 September 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 $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.

Current wording

The Company currently expects capital expenditures to be between $155 million and $175 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 nine months ended September 30, 2026, $110.7 million of capital expenditures had been incurred.

Previous 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.

Current wording

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 third quarter of 2026, interest payments paid on the Seller Note totaled approximately $425 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 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.

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 third quarter of 2026, and 12,768,870 shares remained available for repurchase under the current authorization as of September 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 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.

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. Increased activity can also result in supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. Inflationary pressures across several expense categories, particularly labor, trucking and fuel, continue to create cost pressures.