RPC INC

1. GENERAL

The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X whereby all of the Company’s subsidiaries and investees where it has voting control are presented on a consolidated basis.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The balance sheet at December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025.

A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess offifty percent of the Company’s voting power.

2. RECENT ACCOUNTING STANDARDS

Recently Issued Accounting Standards Update (ASU) Not Yet Adopted:

**ASU 2025-11:Interim Reporting (Topic 270): Narrow-Scope Improvements: **This ASU updates existing guidance related to interim reporting. This amendment provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

ASU 2025-06: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: This ASU updates existing guidance related to the capitalization of development costs for internal-use software. These amendments update the threshold required to start capitalizing software costs and remove references to a sequential software development method. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

**ASU 2024-03:**Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

3. ACQUISITION

On April 1, 2025 (the "Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed the acquisition (the “Acquisition”) of Pintail Alternative Energy, LLC ("Pintail”). The supplemental pro forma financial information presented below has been prepared using the acquisition method of accounting and is based on the historical financial information of Pintail and RPC. This pro forma financial information does not necessarily represent what the combined company’s revenues or results of operations would have been had the acquisition been completed on January 1, 2024, nor is such information intended to be a projection of future operating results of the combined company.

The following table provides unaudited supplemental pro forma financial information for the nine months ended on September 30, 2025, as if the acquisition of Pintail had occurred on January 1, 2024. The unaudited pro forma information includes incremental depreciation expense related to fair value adjustments to property, plant and equipment, amortization of intangible assets acquired, removal of non-recurring transaction costs directly associated with the Acquisition, and interest expense on the Seller Note, as well as the Acquisition related employment costs associated with the Contingent Consideration and Redistribution Payments. The unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Pintail.

4. IMPAIRMENT CHARGES

Pintail asset group valuation at the time of acquisition reflected certain expectations regarding customer wireline activity, pricing, operating margins and future cash flows. Subsequent to the April 1, 2025, acquisition, Pintail experienced persistent customer pricing weakness, lower wireline activity levels, and increased wireline costs. These factors represented a significant adverse change in Pintail’s operating environment that resulted in operating performance and cash flows being below acquisition-date expectations. During the third quarter of 2026, indicators existed that the carrying amount of the Pintail asset group might not be fully recoverable due to continued pricing weakness, lower customer wireline activity and cost pressure. As a result, the Company evaluated the triggering event indicators in accordance with ASC 360 - Property, Plant and Equipment, and performed a recoverability assessment of Pintail’s long-lived asset group as of August 31, 2026 (“Assessment Date”). The Company determined that the operating equipment was the primary asset class in the Pintail asset group and its remaining weighted average useful life was used in determining the period over which undiscounted cash flows were evaluated. Based on actual results and updated forecasts, the estimated undiscounted cash flows were less than the carrying amount of the asset group. Therefore, in accordance with ASC 360, the Company measured the impairment based on the amount by which the carrying amount of the asset group exceeded its estimated fair value.

The Company estimated the fair value of the Pintail asset group as of the Assessment Date, with assistance from an independent third-party valuation specialist, using an income approach based on discounted projected cash flows. Management was responsible for the fair value estimate and the underlying forecasts and assumptions. The Company used internal forecasts which included estimates of future revenues, operating margins, capital expenditures, working capital requirements and long-term growth rates.

The Company recorded a non-cash impairment charge for the amount by which the asset group’s carrying amount exceeded its estimated fair value as of the Assessment Date. The impairment charge was allocated to the long-lived assets within the asset group, subject to the requirement that the carrying amount of an individual asset not be reduced below its estimated fair value when determinable. In determining the impairment allocated to property, plant and equipment, the Company estimated fair value floors by applying class-level factors to the net book value of each asset class. These factors were developed primarily through a sampling analysis that compared selected assets to secondary-market prices for similar equipment, adjusted for differences in age, configuration and other asset-specific characteristics. Where sufficient direct market data was unavailable, the factors were developed using market results for related equipment or estimates based on the assets’ characteristics and expected resale marketability.

Non-cash impairment charges, before income taxes, were allocated to the long-lived assets for the three and nine months ended September 30, 2026, as follows:

All of the impairment charges related to assets within the Technical Services reportable segment. The Company evaluated whether the circumstances giving rise to the impairment represented a triggering event for goodwill at the Technical Services reporting-unit level and concluded that an interim goodwill impairment test was not required.

The nonrecurring fair value measurement of the Pintail asset group was approximately $78.9 million as of August 31, 2026, based primarily on significant unobservable inputs and therefore was classified within Level 3 of the fair value hierarchy**.** The Company used a weighted average cost of capital of 14.5% and a residual growth rate of (2.0)% in estimating fair value. The negative 2% residual growth rate reflects management’s expectations regarding Pintail’s longer-term customer activity and pricing weakness.

The significant assumptions used in determining fair value reflect estimates regarding Pintail’s future operating performance and market-participant assumptions. The estimated fair value of the asset group would have been lower if forecasted cash flows or the residual growth rate were lower or if the discount rate was higher. Conversely, the estimated fair value would have been higher if forecasted cash flows or the residual growth rate were higher or if the discount rate was lower. The Company’s estimates and assumptions regarding the unobservable inputs are subject to change as a result of changes in market and economic conditions and Pintail’s future operating performance.

The full extent of the impact of Pintail’s continued pricing weakness on the business, financial condition, results of operations or cash flows as well as the pace or extent of any subsequent recovery cannot be reasonably predicted at this time. If the Pintail asset group’s future operating performance is lower than the assumptions used in the estimation of fair value, the Company may record further asset impairments.

5. REVENUES

Accounting Policy:

RPC’s contract revenues are generated principally from providing oilfield services. These services are based on mutually agreed upon pricing with the customer prior to the services being delivered and, given the nature of the services, do not include the right of return. Pricing for these services is a function of rates based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. RPC typically satisfies its performance obligations over time as the services are performed. RPC records revenues based on the transaction price agreed upon with its customers.

Sales tax charged to customers is presented on a net basis within the accompanying Consolidated Statements of Operations and therefore excluded from revenues.

Nature of services:

RPC provides a broad range of specialized oilfield services to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States and in selected international markets. RPC manages its business as either (1) services offered on the well site with equipment and personnel (Technical Services) or (2) services and tools offered off the well site (Support Services). For more detailed information about the Company’s operating segments, see Note titled “Business Segment and Entity Wide Disclosures.”

Our contracts with customers are generally short-term in nature and generally consist of a single performance obligation – the provision of oilfield services. RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

Support Services

Payment terms:

RPC’s contracts with customers state the final terms of the sales, including the description, quantity, and price of each service to be delivered. The Company’s contracts are generally short-term in nature and in most situations, RPC provides services ahead of payment - i.e., RPC has fulfilled the performance obligation prior to submitting a customer invoice. RPC invoices the customer upon completion of the specified services and collection is generally expected between 30 to 60 days after invoicing. As the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the services are provided to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to our arrangements with customers.

Significant judgments:

RPC believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. RPC has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.

Disaggregation of revenues:

See Note titled “Business Segment and Entity Wide Disclosures” for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.

Contract balances:

Contract assets representing the Company’s rights to consideration for work completed but not billed are included in accounts receivable, net in the accompanying Consolidated Balance Sheets and are shown below:

Substantially all the unbilled trade receivables disclosed were, or are expected to be, invoiced during the following quarter.

Unearned revenue

Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. All of the$13.2 million recorded as unearned revenue as of December 31, 2025, wasrecognized as revenues during the first quarter of 2026.

6. STOCK-BASED COMPENSATION

The Company has issued various forms of stock incentives, including incentive and non-qualified stock options, time-lapse restricted shares and performance share unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors.

As of September 30, 2026, there were 3,468,252 shares available for grant under the Company’s 2024 Stock Incentive Plan.

7. DEPRECIATION AND AMORTIZATION

Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:

8. INCOME TAXES

The Company calculates its interim income tax provision or benefit under ASC 740, Income Taxes (“ASC 740”) by computing an estimated annual effective tax rate and applying the rate to year-to-date pretax income or loss and adjusting for discrete items including changes to prior-period estimates. For the quarter ended September 30, 2026, the Company excluded the impairment charges from the calculation of its annual effective tax rate pursuant to the provisions of ASC 740-270-30-12. The Company evaluated and concluded that the impairment charges were a significant and infrequently occurring item and excluding the impairment charges from the annual effective tax rate results in the recognition of the tax effect of such charges in the period when they are recorded.

For the three months ended September 30, 2026, the effective rate reflects a benefit of 19.2% compared to a provision of 42.6% for the comparable period in the prior year. For the nine months ended September 30, 2026, the effective rate reflects a benefit of 6.5% compared to a provision of 37.7% for the comparable 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, compared to pretax income in 2025. In addition, the tax effect of the impairment charges totaling approximately$17.1 million was recorded as a discrete item and included in the effective rate for the quarter.

9. EARNINGS PER SHARE

Basic and diluted earnings per share are computed by dividing net (loss) income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. Dilutive securities were excluded from the computation of loss per share because their inclusion would have been anti-dilutive in periods of net reported loss.

The following table shows the restricted shares of common stock outstanding issued to employees and as stock consideration as part of the Pintail acquisition (participating securities) and a reconciliation of outstanding weighted average shares:

10. ACCOUNTS RECEIVABLE

Accounts receivable, net consists of the following:

Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s creditworthiness. Unbilled receivables represent revenues earned but not billed to the customer until future dates, usually within one month. Other receivables consist primarily of net amounts receivable from an agent that operates internationally, as well as amounts due from the favorable resolution of state tax audits and rebates due from suppliers.

11. CURRENT EXPECTED CREDIT LOSSES

The Company utilizes an expected credit loss model for valuing its accounts receivable, a financial asset measured at amortized cost. The Company is exposed to credit losses primarily from providing oilfield services. The Company’s expected allowance for credit losses for accounts receivable is based on historical collection experience, current and future economic and market conditions and a review of the current status of customers’ account receivable balances. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:

12. INVENTORIES

Inventories consist of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services. In the table below, spare parts and components are included as part of raw materials and supplies; tools that are assembled using components are reported as finished goods. Inventories are recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method or the weighted average cost method.

13. OTHER INTANGIBLES, NET

Intangible assets are amortized over their legal or estimated useful life. The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible asset class as of September 30, 2026, and December 31, 2025:

Amortization expense for each of the periods presented follows:

Estimated future amortization expense based on balances as of September 30, 2026, is as follows: approximately$1.2 million in the remainder of 2026, approximately $4.1 million in each of the years 2027 through 2031.

14. COMMITMENTS AND CONTINGENCIES

Sales and Use Taxes - The Company has ongoing sales and use tax audits in various jurisdictions and may be subjected to varying interpretations of statute that could result in unfavorable outcomes. In accordance with ASC 450-20, Loss Contingencies, any probable and reasonable estimate of assessment costs have been included in accrued state, local and other taxes.

Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims, claims for personal injury, and other claims. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities. RPC is also subject to sales and use tax audits in various jurisdictions. While the outcome of these existing lawsuits, legal proceedings, claims and audits cannot be predicted with certainty, management believes that the outcome of all such proceedings, even if determined adversely, would not have a material adverse effect on RPC’s business or financial condition.

15. NOTES PAYABLE

The Company has a Credit Agreement which provides for a line of credit up to $100 million, including a $35 million letter of credit sub-facility, and a $35 million swingline sub-facility. The Credit Agreement covenants contain 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 Credit Agreement also 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. Additionally, the Credit Agreement permits the issuance of letters of credit in currencies other than U.S. dollars.

Under the Credit Agreement, when RPC’s trailing four quarter Adjusted EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million: (i) the consolidated leverage ratio cannot exceed 2.50:1.00 and (ii) the debt service coverage ratio must be equal to or greater than 2.00:1.00; otherwise, the minimum tangible net worth must be greater than or equal to $400 million.

Revolving loans bear interest at one of the following two rates at the Company’s election:

●Term Secured Overnight Financing Rate (Term SOFR); plus, a margin ranging from 1.25% to 2.25%, based on a quarterly consolidated leverage ratio calculation, and

●the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s publicly announced, “prime rate,” (c) the Term SOFR plus 1.00%, and (d)1.00%; in each case plus a margin that ranges from 0.25% to 1.25% based on a quarterly consolidated leverage ratio calculation.

In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.

The Company incurred approximately $258 thousand of costs associated with the Credit Agreement. These costs are being amortized to interest expense over the remaining term of the loan, and the unamortized balance is classified as part of non-current other assets. As of September 30, 2026, RPC hadno 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 assumed a Seller Note as part of the Pintail acquisition. Interest incurred includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs. Interest paid includes amounts due on the Seller Note and the credit facility. These amounts are presented below for the periods indicated:

16. FAIR VALUE DISCLOSURES

The various inputs used to measure assets and liabilities at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

1. Level 1 – Quoted market prices in active markets for identical assets or liabilities.

2. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

3. Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended September 30, 2026, there were no significant transfers in or out of levels 1, 2 or 3.

Under the Company’s revolving credit facility, there wasno balance outstanding at September 30, 2026, and December 31, 2025. Borrowings under our revolving credit facility and interest on the Seller Note are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in the Note titled “Notes Payable”. The Company is subject to interest rate risk, to the extent there are outstanding borrowings on the variable component of the interest rate.

The Company recognized impairment charges related to the Pintail asset group based on a nonrecurring fair value measurement classified within Level 3 of the fair value hierarchy. See Note titled “Impairment charges” for additional information on the fair value measurement, including the valuation technique and significant inputs used.

The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short maturity of these instruments. The Company currently does not use the fair value option to measure any of its existing financial instruments and has not determined whether it will elect this option for financial instruments acquired in the future.

17. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:

18. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED

The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. During the three months ended September 30, 2026, there wereno shares repurchased by the Company in the open market. As of September 30, 2026, there were 12,768,870 shares remaining available for repurchase. The program does not have a preset expiration date. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

Shares purchased for withholding taxes represent taxes due upon vesting of time-based restricted share awards granted to employees.

Total share repurchases for each of the periods presented are detailed below:

19. BUSINESS SEGMENT AND ENTITY WIDE DISCLOSURES

RPC’sreportable segments are the same as its operating segments. RPC manages its business under Technical Services and Support Services. Technical Services is comprised of service lines that generate revenue based on equipment, personnel or materials at the well site and are closely aligned with completion and production activities of our customers. Support Services is comprised of service lines which generate revenue from services and tools offered off the well site and are more closely aligned with the customers’ drilling activities. Selected overhead including certain centralized support services and regulatory compliance are classified as Corporate.

Technical Services consists primarily of pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing. The services offered under Technical Services are high capital and personnel intensive businesses. The Company considers all of these services to be closely integrated oil and gas well servicing businesses and makes resource allocation and performance assessment decisions based on this operating segment as a whole across these various services.

Support Services consists primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.

The accounting policies of the reportable segments are the same as those referenced in Note titled “General.” Gains or losses on disposition of assets are reviewed on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Intersegment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.

RPC's Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. For each of the reportable segments, the CODM uses operating income to allocate resources (equipment, financial, and human resources). The CODM assesses performance and makes resource allocation decisions regarding, among others, staffing, growth and maintenance capital expenditures and key initiatives based on the operating segments.

Significant segment revenues, expenses and operating income by reportable segment for the three and nine months ended September 30, 2026, and 2025 are shown in the following tables:

The table below shows the reconciliation of segment totals to the consolidated level:

The following summarizes revenues for the United States and separately for all international locations combined for the three and nine months ended September 30, 2026, and 2025. The revenues are based on the location of the use of the equipment or services. Assets related to international operations are less than 10% of RPC’s consolidated assets and therefore are not presented.

Segment Revenues:

RPC’s operating segment revenues by major service lines are shown in the following table:

20. SUBSEQUENT EVENT

Dividends

On October 27, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable December 10, 2026, to common stockholders of record at the close of business on November 10, 2026.