OIL STATES INTERNATIONAL, INC

PART I – FINANCIAL INFORMATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

1. Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (“Oil States” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year.

The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill, long-lived and other asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, as amended by its Annual Report filed on Form 10-K/A.

2. Asset Impairments and Other Charges

Management has implemented certain cost reduction actions including: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; and reductions in the Company’s workforce in the United States. As a result of these events, actions and assessments, the Company recorded the following charges during the three months ended March 31, 2026 and 2025 (in thousands):

Goodwill

The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $70.3 million and $70.5 million, respectively, as of March 31, 2026 and December 31, 2025.

The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

Long-Lived Tangible and Intangible Assets

An assessment for impairment of long-lived tangible and intangible assets is conducted when an event occurs or circumstances change that indicate that the carrying value of long-lived tangible and intangible assets may not be recoverable. During the first quarter of 2026, management made a decision to exit an additional U.S. land-based service line within the Completion and Production Services segment and market the related equipment. These assets were reclassified to Corporate assets held for sale. The carrying value of assets held for sale was assessed and reduced to estimated net realizable value, resulting in the recognition of an impairment charge of $1.4 million within Corporate operations.

3. Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of March 31, 2026 and December 31, 2025 is presented below (in thousands):

As of March 31, 2026, accounts receivable, net in the United States, the United Kingdom and Singapore represented 57%,13% and 11%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of March 31, 2026.

For the three months ended March 31, 2026, the $5.6 million net decrease in contract assets was primarily attributable to $21.8 million transferred to accounts receivable, which was partially offset by $18.2 million in revenue recognized during the period. Deferred revenue (contract liabilities) decreased by $4.4 million in the first three months of 2026, reflecting the recognition of $14.2 million of revenue that was deferred at the beginning of the period, partially offset by $9.9 million in new customer billings which were not recognized as revenue during the period.

The following provides a summary of activity in the allowance for doubtful accounts for the three months ended March 31, 2026 and 2025 (in thousands):

As further discussed in Note 2, “Asset Impairments and Other Charges,” certain equipment in the Completion and Production Services segment was reclassified to Corporate assets held for sale during the first quarter of 2026.

For the three months ended March 31, 2026 and 2025, depreciation expense was $6.8 million and $8.3 million, respectively.

For the three months ended March 31, 2026 and 2025, amortization expense was $1.4 million and $3.8 million, respectively. During the fourth quarter of 2025, the Company assessed the carrying value of the long-lived assets of an asset group within the Downhole Technologies segment. As a result of this assessment, the segment reduced the carrying values of customer relationships by $44.7 million, patents/technology/know-how by $19.3 million and tradenames by $16.2 million. Following these fourth quarter 2025 impairments, amortization expense associated with these intangible assets in 2026 decreased from 2025 levels.

4. Long-term Debt

As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

(1)Unamortized deferred financing costs of $2.2 million and $1.0 million as of March 31, 2026 and December 31, 2025, respectively, are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $52.7 million as of March 31, 2026 and December 31, 2025.

Credit Agreements

Cash Flow Credit Agreement

On January 28, 2026, the Company entered into an amended and restated credit agreement (the “Cash Flow Credit Agreement”) among the Company, Wells Fargo Bank, National Association as administrative agent and the lenders and other financial institutions from time to time party thereto. The Cash Flow Credit Agreement replaced the Company’s existing ABL Agreement (discussed below). The Cash Flow Credit Agreement provides for credit facilities with total commitments of $125.0 million, consisting of a $75.0 million revolving credit facility (including a $40.0 million sub-limit for the issuance of letters of credit) and a $50.0 million multi-draw term loan facility, which is available through July 28, 2026, with each credit facility maturing on January 28, 2030.

Borrowings under the Cash Flow Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.50% to 3.50%, or at a base rate plus a margin of 1.50% to 2.50%, in each case based on a ratio of the Company's total net funded debt to Consolidated EBITDA (as defined in the Cash Flow Credit Agreement). The Company must also pay a commitment fee of 0.375% to 0.500% per annum on unused commitments under the Cash Flow Credit Agreement based on the Company's ratio of total net funded debt to Consolidated EBITDA.

The Cash Flow Credit Agreement contains customary financial covenants and restrictions. Specifically, the Company must maintain an interest coverage ratio, defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the Cash Flow Credit Agreement), of at least 3.0 to 1.0 and a total net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 2.5 to 1.0, provided that under certain circumstances that maintenance requirement shall be for a total net leverage ratio of no more than 3.25 to 1.0, subject to the Company being required to satisfy and maintain a senior secured net leverage ratio, defined as the ratio of senior secured net debt to Consolidated EBITDA, of no more than 2.0 to 1.0.

The various components used in the calculation of these ratios are defined in the Cash Flow Credit Agreement. Consolidated EBITDA and Consolidated Interest Expense, as defined in the Cash Flow Credit Agreement, exclude goodwill, intangible and fixed asset impairments, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges.

Borrowings under the Cash Flow Credit Agreement are secured by a pledge of substantially all of the Company’s and the guarantors’ assets located in the United States and the stock of certain foreign subsidiaries. The Cash Flow Credit Agreement also contains negative covenants that limit the Company’s ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions. Under the Cash Flow Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facilities and cause them to become immediately due and payable in full.

As of March 31, 2026, the Company hadno borrowings outstanding under the Cash Flow Credit Agreement and $12.7 million of outstanding letters of credit, leaving $112.3 million available to be drawn.

ABL Agreement

Through January 28, 2026, the Company had a senior secured credit agreement (the “ABL Agreement”), which provided for an asset-based revolving credit facility. The ABL Agreement provided funding based on a borrowing base calculation that included eligible U.S. customer accounts receivable and inventory and was scheduled to mature on February 16, 2028.

Borrowings under the ABL Agreement bore interest at a rate equal to the SOFR (subject to a floor rate of 0%) plus, effective July 28, 2025, a margin of 2.25% to 2.75%, or at a base rate plus a margin of 1.25% to 1.75%, in each case based on average borrowing availability. Monthly, the Company also paid a commitment fee of either 0.375% or 0.50% per annum, based on average unused commitments under the ABL Agreement.

2026 Notes

The Company issued $135.0 million aggregate principal amount of its 4.75% convertible senior notes due April 1, 2026 (the “2026 Notes) pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between the Company and Computershare Trust Company, National Association, as successor trustee. As of March 31, 2026, $52.7 million principal amount of the 2026 Notes remained outstanding.

The outstanding 2026 Notes bore interest at a rate of 4.75% per year and matured on April 1, 2026. Interest was payable semi-annually in arrears on April 1 and October 1 of each year. The conversion rate was 95.3516 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (equivalent to a conversion price of $10.49 per share of common stock).

On April 1, 2026, the Company retired the outstanding $52.7 million principal amount of the 2026 Notes, with a combination of: $25.5 million of cash on-hand; borrowings of $25.0 million under the revolving credit facility; and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million). During the first quarter of 2026, substantially all holders of the outstanding 2026 Notes elected to convert the instruments into shares of the Company’s common stock at maturity. As a result of these conversion elections, the Company will recognize a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

5. Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of March 31, 2026 (based on the April 1, 2026 settlement discussed above in accordance with the terms of the 2026 Indenture) was $56.3 million, compared to the principal amount of $52.7 million.

6. Stockholders’ Equity

Common and Preferred Stock

The following table provides details with respect to the changes to the number of shares of common stock, $0.01 par value, outstanding during the first three months of 2026 (in thousands):

As of March 31, 2026 and December 31, 2025, the Company had 25,000,000 shares of preferred stock, $0.01 par value, authorized, withno shares issued or outstanding.

In October 2024, the Company’s Board of Directors authorized $50.0 million for repurchases of the Company’s common stock, par value $0.01 per share, through October 2026. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate. The amount remaining under the Company’s share repurchase authorization as of March 31, 2026 was $24.7 million.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company’s operating segments. Accumulated other comprehensive loss increased from $66.3 million at December 31, 2025 to $67.5 million at March 31, 2026. For the three months ended March 31, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the three months ended March 31, 2026, the exchange rate for the British pound weakened by 2% compared to the U.S. dollar, while the Brazilian real strengthened by 5%, contributing to other comprehensive loss of $1.2 million. During the three months ended March 31, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 3% and 8%, respectively, contributing to other comprehensive income of $5.5 million.

7. Income Taxes

Income tax provision for the three months ended March 31, 2026 and 2025 was calculated using a discrete approach. This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate.

For the three months ended March 31, 2026, the Company’s income tax expense was $2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $3.3 million. This compares to an income tax expense of $1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the three months ended March 31, 2025.

8. Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three months ended March 31, 2025 due to, among other factors, the Company’s share price.

9. Long-Term Incentive Compensation

The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the three months ended March 31, 2026 (in thousands):

The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards vest on a straight-line basis over a term ofthree years. Service-based stock unit awards (180 thousand outstanding as of March 31, 2026) vest overone year, with the underlying shares issued at a specified future date. Performance-based stock unit awards vest at the end of athree-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over athree-year period.

In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200% of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no shares will vest.

The Company issued conditional long-term cash incentive awards (“Cash Awards”) with targeted values of $1.4 million in the first quarters of 2026 and 2025. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over athree-year period. The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $2.9 million, limited to their targeted value if the Company’s total stockholder return were to be negative over the performance period. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

Stock-based compensation expense recognized during the three months ended March 31, 2026 and 2025 totaled $1.8 million and $1.8 million, respectively. As of March 31, 2026, there was $15.6 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

10. Segments and Related Information

The Company operates through three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Financial information by operating segment as of and for the three months ended March 31, 2026 and 2025 is summarized in the following tables (in thousands).

(1)Operating loss included $2.5 million of facility exit charges (within other operating expense) associated with assets held for sale.

(1)Operating income included $0.9 million of facility exit charges.

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2026 and 2025 (in thousands):

Revenues from products and services transferred to customers over time accounted for approximately 63% and 62% of consolidated revenues for the three months ended March 31, 2026 and 2025, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of March 31, 2026, the Company had $322 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 30% of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2026, with an additional 26% recognized in 2027 and the balance thereafter.

11. Commitments and Contingencies

The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2026, as amended by our 2025 Annual Report on Form 10-K/A filed with the SEC on March 26, 2026.

You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances.

While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us:

•the impact of the ongoing military actions in Europe and the Middle East, in particular, in Iran and the Strait of Hormuz, or any similar future military actions or unrest, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;

•production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), which may be impacted by ongoing conflicts and the resumption of sales of previously sanctioned oil from Venezuela and Russia;

•impacts related to changing U.S. and foreign trade policies, including increased trade restrictions or fluctuating tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives;

•the level of supply of and demand for oil and natural gas;

•fluctuations in the current and future prices of oil and natural gas;

•the level of exploration, drilling and completion activity;

•the cyclical nature of the oil and natural gas industry;

•the level of offshore oil and natural gas developmental activities;

•inflation, including our ability to increase prices to our customers as our costs increase;

•the impact of disruptions in the bank and capital markets;

•the financial health of our customers;

•the impact of environmental matters, including executive actions and federal, state and local regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, such as previous attempts to prohibit or otherwise limit new exports of liquefied natural gas (“LNG”), hydraulic fracturing, and lease development;

•political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change;

•the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities;

•general global economic conditions;

•global weather conditions and natural disasters, including hurricanes in the Gulf of America;

•changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the U.S. presidential administration; including changes such as the One Big Beautiful Bill Act (the “OBBBA”);

•supply chain disruptions, including as a result of natural disasters, industrial accidents, military actions, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof;

•our ability to timely obtain and maintain critical permits for operating facilities;

•our ability to attract and retain skilled personnel;

•our ability to develop new competitive technologies and products;

•fluctuations in currency exchange rates;

•physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy;

•the cost of capital in the bank and capital markets and our ability to access them;

•our ability to protect and enforce our intellectual property rights;

•negative outcome of litigation, threatened litigation or government proceedings;

•the potential for future federal or state requirements related to the enhanced disclosure of a range of climate-related information and risks;

•our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and

•the other factors identified in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, as well as in “Part II, Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q.

Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.

In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.