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OIL STATES INTERNATIONAL, INC

For the period ended Sep 30, 2026. Filed Oct 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 30, 2026

OIS$8.33-2.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Financial Statements

Condensed Consolidated Financial Statements
Unaudited Consolidated Statements of Operations3
Unaudited Consolidated Statements of Comprehensive Income4
Consolidated Balance Sheets5
Unaudited Consolidated Statements of Stockholders’ Equity6
Unaudited Consolidated Statements of Cash Flows8
Notes to Unaudited Condensed Consolidated Financial Statements9–20
Cautionary Statement Regarding Forward-Looking Statements21–22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations22–36
Item 3. Quantitative and Qualitative Disclosures About Market Risk37
Item 4. Controls and Procedures37
Part II – OTHER INFORMATION
Item 1. Legal Proceedings38
Item 1A. Risk Factors38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds38
Item 3. Defaults Upon Senior Securities38
Item 4. Mine Safety Disclosures38
Item 5. Other Information38
Item 6. Exhibits39
Signature Page40

PART I – FINANCIAL INFORMATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenues:
Products$109,845$106,492$301,178$314,385
Services59,91958,688170,608176,139
169,764165,180471,786490,524
Costs and expenses:
Product costs88,63985,561240,730249,826
Service costs41,43543,085118,884126,837
Cost of revenues (exclusive of depreciation and amortization expense presented below)130,074128,646359,614376,663
Selling, general and administrative expense23,99420,75667,14566,267
Depreciation and amortization expense8,04612,12824,29636,051
Impairments of operating lease assets———1,358
Impairments of assets held for sale——1,384—
Other operating (income) expense, net1,315(1,098)(2,978)(5,479)
163,429160,432449,461474,860
Operating income6,3354,74822,32515,664
Interest expense, net(1,308)(1,773)(2,991)(5,043)
Other income (expense), net226362(2,907)1,136
Income before income taxes5,2533,33716,42711,757
Income tax provision(2,137)(1,437)(6,293)(3,888)
Net income$3,116$1,900$10,134$7,869
Net income per share:
Basic$0.05$0.03$0.17$0.13
Diluted0.050.030.170.13
Weighted average number of common shares outstanding:
Basic58,07957,94658,11459,089
Diluted58,24958,01658,45259,144

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net income$3,116$1,900$10,134$7,869
Other comprehensive income (loss):
Currency translation adjustments(607)(1,300)(1,115)13,331
Comprehensive income$2,509$600$9,019$21,200

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

September 30,2026December 31, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$22,915$69,914
Accounts receivable, net200,088202,445
Inventories, net220,383183,409
Assets held for sale14,43917,350
Prepaid expenses and other current assets16,71222,173
Total current assets474,537495,291
Property, plant, and equipment, net228,840244,382
Operating lease assets, net13,68612,731
Goodwill, net70,31270,524
Other intangible assets, net27,29731,455
Other noncurrent assets29,93129,048
Total assets$844,603$883,431
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$1,617$53,370
Accounts payable70,42968,090
Accrued liabilities36,99238,480
Current operating lease liabilities5,9317,286
Income taxes payable1,0941,759
Deferred revenue84,77797,195
Total current liabilities200,840266,180
Long-term debt18,4231,670
Long-term operating lease liabilities11,49912,654
Deferred income taxes5,7755,765
Other noncurrent liabilities24,48523,971
Total liabilities261,022310,240
Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 82,119,124 shares and 80,538,758 shares issued, respectively821805
Additional paid-in capital1,160,0541,145,642
Retained earnings174,417164,283
Accumulated other comprehensive loss(67,379)(66,264)
Treasury stock, at cost, 22,306,671 and 20,882,840 shares, respectively(684,332)(671,275)
Total stockholders’ equity583,581573,191
Total liabilities and stockholders’ equity$844,603$883,431

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2026CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumulatedOtherComprehensiveLossTreasuryStockTotalStockholders’Equity
Balance, June 30, 2026$821$1,156,353$171,301$(66,772)$(680,327)$581,376
Net income——3,116——3,116
Currency translation adjustments (excluding intercompany advances)———(306)—(306)
Currency translation adjustments on intercompany advances———(301)—(301)
Stock-based compensation expense—3,701———3,701
Issuance of stock to extinguish 4.75% convertible senior notes——————
Surrender of stock to settle taxes on stock awards——————
Stock repurchases————(4,005)(4,005)
Balance, September 30, 2026$821$1,160,054$174,417$(67,379)$(684,332)$583,581
Nine Months Ended September 30, 2026CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumulatedOtherComprehensiveLossTreasuryStockTotalStockholders'Equity
Balance, December 31, 2025$805$1,145,642$164,283$(66,264)$(671,275)$573,191
Net income——10,134——10,134
Currency translation adjustments (excluding intercompany advances)———(1,600)—(1,600)
Currency translation adjustments on intercompany advances———485—485
Stock-based compensation expense118,541———8,552
Issuance of stock to extinguish 4.75% convertible senior notes55,871———5,876
Surrender of stock to settle taxes on stock awards————(3,952)(3,952)
Stock repurchases————(9,105)(9,105)
Balance, September 30, 2026$821$1,160,054$174,417$(67,379)$(684,332)$583,581

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2025Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury StockTotal Stockholders’ Equity
Balance, June 30, 2025$806$1,141,788$279,629$(64,901)$(666,684)$690,638
Net income——1,900——1,900
Currency translation adjustments (excluding intercompany advances)———(2,661)—(2,661)
Currency translation adjustments on intercompany advances———1,361—1,361
Stock-based compensation expense—1,897———1,897
Surrender of stock to settle taxes on stock awards————(26)(26)
Stock repurchases————(4,143)(4,143)
Balance, September 30, 2025$806$1,143,685$281,529$(66,201)$(670,853)$688,966
Nine Months Ended September 30, 2025Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury StockTotal Stockholders’ Equity
Balance, December 31, 2024$786$1,137,949$273,660$(79,532)$(652,209)$680,654
Net income——7,869——7,869
Currency translation adjustments (excluding intercompany advances)———7,880—7,880
Currency translation adjustments on intercompany advances———5,451—5,451
Stock-based compensation expense205,736———5,756
Surrender of stock to settle taxes on stock awards————(2,458)(2,458)
Stock repurchases————(16,186)(16,186)
Balance, September 30, 2025$806$1,143,685$281,529$(66,201)$(670,853)$688,966

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net income$10,134$7,869
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense24,29636,051
Impairments of operating lease assets—1,358
Impairments of assets held for sale1,384—
Stock-based compensation expense8,5525,756
Amortization of debt issuance costs1,5281,235
Deferred income tax provision291852
Gains on disposals of assets(5,757)(5,455)
Losses (gains) on extinguishments of 4.75% convertible senior notes3,594(375)
Other, net(2,686)(2,192)
Changes in operating assets and liabilities:
Accounts receivable1,295(3,417)
Inventories(37,539)(5,287)
Accounts payable and accrued liabilities(3,021)2,692
Deferred revenue(12,418)20,801
Other operating assets and liabilities, net7,503(4,913)
Net cash flows provided by (used in) operating activities(2,844)54,975
Cash flows from investing activities:
Capital expenditures(10,350)(28,186)
Proceeds from disposition of property and equipment8555,416
Proceeds from disposition of assets held for sale12,2108,409
Other, net(1,009)(99)
Net cash flows provided by (used in) investing activities1,706(14,460)
Cash flows from financing activities:
Borrowings under credit facilities94,268512
Repayments of borrowings under credit facilities(74,518)(512)
Extinguishments of 4.75% convertible senior notes(50,452)(20,269)
Other debt and finance lease repayments, net(533)(283)
Payment of financing costs(2,014)(188)
Purchases of treasury stock(9,105)(16,186)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards(3,952)(2,458)
Net cash flows used in financing activities(46,306)(39,384)
Effect of exchange rate changes on cash and cash equivalents445558
Net change in cash and cash equivalents(46,999)1,689
Cash and cash equivalents, beginning of period69,91465,363
Cash and cash equivalents, end of period$22,915$67,052
Cash paid for:
Interest$2,492$4,033
Income taxes, net6,6584,648
  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.

  1. Charges and Credits

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 and other events, actions and assessments, the Company recorded the following charges and credits during the three and nine months ended September 30, 2026 and 2025 (in thousands):

Offshore Manufactured Products · Completion and Production Services · Downhole Technologies · Corporate · Total
Loss on extinguishment of debt$—$—$—$—$—
Executive transition costs———3,3383,338
Impairments of assets held for sale—————
Gain on disposal of facility held for sale—————
Facility consolidation, exit and other charges———2,1762,176
Pre-tax totals$—$—$—$5,5145,514
Income tax benefit145
After-tax total$5,369
Loss on extinguishment of debt (Note 4)$—$—$—$3,594$3,594
Executive transition costs———4,9954,995
Impairments of assets held for sale———1,3841,384
Gain on disposal of facility held for sale———(4,149)(4,149)
Facility consolidation, exit and other charges192——6,0676,259
Pre-tax totals$192$—$—$11,89112,083
Income tax benefit145
After-tax total$11,938
Offshore Manufactured Products · Completion and Production Services · Downhole Technologies · Corporate · Total
Impairments of operating lease assets$—$—$—$—$—
Losses (gains) on extinguishment of debt———66
Facility consolidation, exit and other charges5752,687—2983,560
Pre-tax totals$575$2,687$—$3043,566
Income tax benefit749
After-tax total$2,817
Impairments of operating lease assets$—$403$955$—$1,358
Losses (gains) on extinguishment of debt———(375)(375)
Facility consolidation, exit and other charges8485,3932522986,791
Pre-tax totals$8485,7961,207$(77)7,774
Income tax benefit1,633
After-tax total$6,141

Executive Transition

In connection with Cindy B. Taylor’s transition from her role as President and Chief Executive Officer, the Company entered into an Employment Transition Agreement and General Release of Claims (the “Transition Agreement”) with Ms. Taylor effective May 1, 2026. Pursuant to the terms of this agreement, Ms. Taylor will continue to be employed by the Company as a Senior Advisor and provide services from May 1 through November 1, 2026, at which time Ms. Taylor will voluntarily retire and be subject to certain non-compete and non-solicitation restrictions. During this period, Ms. Taylor will receive: a reduced monthly base salary; accelerated vesting of outstanding restricted stock awards granted in 2024 and 2025; continued vesting of other long-term incentive awards; and a pro-rata, short-term incentive payment for 2026. See Note 9, “Long-Term Incentive Compensation,” for further discussion of outstanding long-term incentive awards granted to Ms. Taylor. For the three and nine months ended September 30, 2026, the Company recognized stock-based compensation and other costs of $3.3 million and $5.0 million, respectively, related to this executive transition.

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 impairment charges of $1.4 million within Corporate operations.

  1. Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of September 30, 2026 and December 31, 2025 is presented below (in thousands):

September 30,2026December 31,2025
Accounts receivable, net:
Trade$113,874$127,607
Unbilled revenue25,28221,870
Contract assets57,20647,349
Other5,4658,409
Total accounts receivable201,827205,235
Allowance for doubtful accounts(1,739)(2,790)
$200,088$202,445
Allowance for doubtful accounts as a percentage of total accounts receivable1%1%
September 30,2026December 31,2025
Deferred revenue (contract liabilities)$84,777$97,195

As of September 30, 2026, accounts receivable, net in the United States and the United Kingdom represented 63% and 13%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of September 30, 2026.

For the nine months ended September 30, 2026, the $9.9 million net increase in contract assets was primarily attributable to $47.5 million in revenue recognized during the period, which was partially offset by $37.1 million transferred to accounts receivable. Deferred revenue (contract liabilities) decreased by $12.4 million in the first nine months of 2026, reflecting the recognition of $26.4 million of revenue that was deferred at the beginning of the period, partially offset by $14.0 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 nine months ended September 30, 2026 and 2025 (in thousands):

Nine Months Ended September 30,
20262025
Allowance for doubtful accounts – January 1$2,790$2,614
Provisions369195
Write-offs(1,416)(615)
Other(4)330
Allowance for doubtful accounts – September 30$1,739$2,524
September 30,2026December 31,2025
Inventories, net:
Finished goods and purchased products$101,531$84,572
Work in process38,05133,281
Raw materials110,68795,691
Total inventories250,269213,544
Allowance for excess or obsolete inventories(29,886)(30,135)
$220,383$183,409
September 30,2026December 31,2025
Property, plant and equipment, net:
Property, plant and equipment$671,565$666,887
Accumulated depreciation(442,725)(422,505)
$228,840$244,382

For the three months ended September 30, 2026 and 2025, depreciation expense was $6.7 million and $8.1 million, respectively. Depreciation expense was $20.2 million and $24.5 million for the nine months ended September 30, 2026 and 2025, respectively.

September 30, 2026 · December 31, 2025
GrossCarryingAmount · AccumulatedAmortization · Net Carrying Amount · GrossCarryingAmount · AccumulatedAmortization · Net Carrying Amount
Other intangible assets:
Customer relationships$123,017$109,140$13,877$123,073$107,300$15,773
Patents/Technology/Know-how68,98561,1547,83168,99959,6059,394
Tradenames and other46,24640,6575,58947,75241,4646,288
$238,248$210,951$27,297$239,824$208,369$31,455

For the three months ended September 30, 2026 and 2025, amortization expense was $1.3 million and $4.0 million, respectively. Amortization expense was $4.1 million and $11.6 million for the nine months ended September 30, 2026 and 2025, 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.

September 30,2026December 31,2025
Other noncurrent assets:
Deferred compensation plan$23,696$22,564
Deferred income taxes1,9172,057
Debt issuance costs, net—997
Other4,3183,430
$29,931$29,048
September 30,2026December 31,2025
Accrued liabilities:
Accrued compensation$20,159$23,573
Accrued taxes, other than income taxes3,458872
Insurance liabilities2,7572,972
Accrued commissions2,3842,715
Accrued interest330599
Other7,9047,749
$36,992$38,480
  1. Long-term Debt

As of September 30, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):

September 30,2026December 31,2025
Cash Flow Credit Agreement:
Revolving Credit Facility$—$—
Term Loan Facility19,750—
ABL Agreement——
Debt issuance costs, net(1)(1,566)—
18,184—
2026 Notes—52,650
Other debt and finance lease obligations1,8562,390
Total debt20,04055,040
Less: Current portion(1,617)(53,370)
Total long-term debt$18,423$1,670

(1)Debt issuance costs, net of $1.0 million as of December 31, 2025 are presented in other noncurrent assets.

Credit Agreements

Cash Flow Credit Agreement

On January 28, 2026, the Company entered into afour-year 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 original 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) (the “Revolving Credit Facility”) and a $50.0 million multi-draw term loan facility, which was available for asix-month period (the “Term Loan Facility”).

In July 2026, the Company borrowed $20.0 million under the Term Loan Facility and the remaining lender commitments under the Term Loan Facility lapsed. The Term Loan Facility requires quarterly principal payments of $250 thousand (increasing to $375 thousand effective June 30, 2028).

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 September 30, 2026, the Company had $19.8 million of borrowings outstanding under the Cash Flow Credit Agreement and $17.0 million of outstanding letters of credit, leaving $58.0 million available to be drawn.

As of September 30, 2026, the Company was in compliance with the financial covenants and restrictions under the Cash Flow Credit Agreement.

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 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.

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 $50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million, which was excluded from financing activities within the consolidated statement of cash flows). With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of the Company’s common stock at maturity, the Company recognized a pre-tax loss of $3.6 million (reported within other income (expense), net) associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

  1. 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 as of December 31, 2025, on the accompanying consolidated balance sheets approximate their fair values.

  1. 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 nine months of 2026 (in thousands):

Outstanding
Shares of common stock outstanding – December 31, 202559,656
Restricted stock awards, net of forfeitures1,051
Issuance of common stock to extinguish 4.75% convertible senior notes529
Shares withheld for taxes on vesting of stock awards(370)
Purchases of common stock(1,054)
Shares of common stock outstanding – September 30, 202659,812

As further discussed in Note 4, “Long-term Debt,” on April 1, 2026 the Company issued 529,428 shares of common stock in connection with the retirement of its 2026 Notes.

As of September 30, 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, which expired on October 24, 2026. During the nine months ended September 30, 2026, the Company purchased 1,053,670 shares of common stock under the program at a total cost of $9.1 million.

On October 29, 2026, the Company’s Board of Directors authorized a new $50 million common stock repurchase program, which expires in October 2028. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate.

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 $67.4 million at September 30, 2026. For the three and nine months ended September 30, 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 nine months ended September 30, 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 $1.1 million. During the nine months ended September 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7% and 17%, respectively, contributing to other comprehensive income of $13.3 million.

  1. Income Taxes

Income tax provision for the three and nine months ended September 30, 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 September 30, 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 $5.3 million. This compares to an income tax expense of $1.4 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 for the three months ended September 30, 2025.

For the nine months ended September 30, 2026, the Company’s income tax expense was $6.3 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 $16.4 million. This compares to an income tax expense of $3.9 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 $11.8 million for the nine months ended September 30, 2025.

  1. Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income per share for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Numerators:
Net income$3,116$1,900$10,134$7,869
Less: Income attributable to unvested restricted stock awards(106)(69)(346)(281)
Numerator for basic net income per share3,0101,8319,7887,588
Effect of dilutive securities:
Unvested restricted stock awards——1—
Numerator for diluted net income per share$3,010$1,831$9,789$7,588
Denominators:
Weighted average number of common shares outstanding60,16660,18260,21361,213
Less: Weighted average number of unvested restricted stock awards outstanding(2,087)(2,236)(2,099)(2,124)
Denominator for basic net income per share58,07957,94658,11459,089
Effect of dilutive securities:
Shares issuable upon conversion of 2026 Notes——176—
Performance share units1707016255
Denominator for diluted net income per share58,24958,01658,45259,144
Net income per share:
Basic$0.05$0.03$0.17$0.13
Diluted0.050.030.170.13

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three and nine months ended September 30, 2025 due to, among other factors, the Company’s share price.

  1. 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 nine months ended September 30, 2026 (in thousands):

Service-based Restricted StockPerformance- and Service-based Stock Units
Outstanding – December 31, 20252,159834
Granted1,292160
Vested and distributed(1,020)(139)
Forfeited(380)—
Outstanding – September 30, 20262,051855
Weighted average grant date fair value (2026 awards)$10.32$9.89

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 generally vest on a straight-line basis over a term ofthree years. Service-based stock unit awards (197 thousand outstanding as of September 30, 2026) vest overone year, with the underlying shares issued at a specified future date. Performance-based stock unit awards generally 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, generally 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.

Pursuant to the Transition Agreement discussed in Note 2, “Charges and Credits,” the vesting provisions of the outstanding service-based restricted stock awards granted to Ms. Taylor in 2024 and 2025 were modified to provide for accelerated vesting over the term of the Transition Agreement. The incremental expense for these modified awards totaled $3.1 million on the modification date, which is being recognized as stock-based compensation expense over thesix-month term of the Transition Agreement. All other service-based restricted stock awards, performance-based stock unit awards and performance-based cash awards will continue to vest through November 1, 2026 in accordance with the original award agreements.

Stock-based compensation expense recognized during the three and nine months ended September 30, 2026 totaled $3.7 million and $8.6 million, respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2025 totaled $1.9 million and $5.8 million, respectively. As of September 30, 2026, there was $12.7 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.

  1. 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 and nine months ended September 30, 2026 and 2025 is summarized in the following tables (in thousands).

Three Months Ended September 30, 2026
Offshore Manufactured ProductsCompletion and Production ServicesDownhole TechnologiesCorporate(1)Total
Revenues$104,384$23,159$42,221$—$169,764
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)77,54016,06436,470—130,074
Selling, general and administrative expense8,1721,0412,27512,50623,994
Depreciation and amortization expense3,9382,4011,4382698,046
Impairments of assets held for sale—————
Other operating (income) expense net(61)123(107)1,3601,315
89,58919,62940,07614,135163,429
Operating income (loss)$14,795$3,530$2,145$(14,135)$6,335
Capital expenditures$1,410$1,423$355$22$3,210

(1)Operating loss included charges of $2.2 million primarily related to the exit of facilities classified as assets held for sale (within other operating (income) expense, net) and $3.3 million in executive transition costs (within selling, general and administrative expenses).

Nine Months Ended September 30, 2026
Offshore Manufactured ProductsCompletion and Production ServicesDownhole TechnologiesCorporate(1)Total
Revenues$288,527$68,931$114,328$—$471,786
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)210,27449,149100,191—359,614
Selling, general and administrative expense25,0953,7135,37032,96767,145
Depreciation and amortization expense11,8107,3524,48365124,296
Impairments of assets held for sale———1,3841,384
Other operating (income) expense, net(1,795)(2,220)(153)1,190(2,978)
245,38457,994109,89136,192449,461
Operating income (loss)$43,143$10,937$4,437$(36,192)$22,325
Capital expenditures$3,920$5,109$980$341$10,350
Total assets (as of September 30, 2026)$534,970$89,603$170,736$49,294$844,603

(1)Operating loss included a $4.1 million gain associated with the sale of a previously idled facility held for sale and $6.1 million of costs primarily related to the exit of facilities classified as assets held for sale (both within other operating (income) expense, net), $5.0 million in executive transition costs (within selling, general and administrative expenses) and $1.4 million in asset impairment charges associated with assets held for sale.

Three Months Ended September 30, 2025
Offshore Manufactured Products(1)Completion and Production Services(2)Downhole TechnologiesCorporate(3)Total
Revenues$108,627$27,525$29,028$—$165,180
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)78,23422,41128,001—128,646
Selling, general and administrative expense8,4851,4221,8169,03320,756
Depreciation and amortization expense3,9584,0893,97810312,128
Impairments of operating lease assets—————
Other operating (income) expense, net347(1,345)(100)—(1,098)
91,02426,57733,6959,136160,432
Operating income (loss)$17,603$948$(4,667)$(9,136)$4,748
Capital expenditures$4,615$3,763$180$148$8,706

(1)Operating income included charges of $0.6 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

(2)Operating income included $2.7 million of facility exit and other charges.

(3)Operating loss included $0.3 million of severance charges.

Nine Months Ended September 30, 2025
Offshore Manufactured Products(1)Completion and Production Services(2)Downhole Technologies(3)Corporate(4)Total
Revenues$307,809$91,468$91,247$—$490,524
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)220,45372,90983,301—376,663
Selling, general and administrative expense26,5955,4355,81428,42366,267
Depreciation and amortization expense11,26912,44412,01232636,051
Impairments of operating lease assets—403955—1,358
Other operating (income) expense, net624(6,051)(52)—(5,479)
258,94185,140102,03028,749474,860
Operating income (loss)$48,868$6,328$(10,783)$(28,749)$15,664
Capital expenditures$17,441$9,113$1,399$233$28,186
Total assets (as of September 30, 2025)$555,097$133,271$258,384$65,567$1,012,319

(1)Operating income included charges of $0.8 million primarily associated with the consolidation and relocation of certain manufacturing and service locations.

(2)Operating income included $5.8 million in asset impairment, facility exit and other charges.

(3)Operating loss included $1.2 million in asset impairment and other charges.

(4)Operating loss included $0.3 million of severance charges.

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Offshore Manufactured ProductsCompletion and Production ServicesDownhole TechnologiesTotal
20262025202620252026202520262025
Project-driven:
Products$57,725$67,729$—$—$—$—$57,725$67,729
Services34,59430,172————34,59430,172
Total project-driven92,31997,901————92,31997,901
Military and other products12,06510,726————12,06510,726
Short-cycle products and services——23,15927,52542,22129,02865,38056,553
$104,384$108,627$23,159$27,525$42,221$29,028$169,764$165,180
Offshore Manufactured ProductsCompletion and Production ServicesDownhole TechnologiesTotal
20262025202620252026202520262025
Project-driven:
Products$161,566$195,506$—$—$—$—$161,566$195,506
Services97,72482,503————97,72482,503
Total project-driven259,290278,009————259,290278,009
Military and other products29,23729,800————29,23729,800
Short-cycle products and services——68,93191,468114,32891,247183,259182,715
$288,527$307,809$68,931$91,468$114,328$91,247$471,786$490,524

Revenues from products and services transferred to customers over time accounted for approximately 61% and 63% of consolidated revenues for the nine months ended September 30, 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 September 30, 2026, the Company had $381 million of backlog related to contracts with an original expected duration of greater than one year. Approximately 12% of this backlog is expected to be recognized as revenue over the remainder of 2026, with an additional 37% recognized in 2027 and the balance thereafter.

  1. 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.

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