Core Laboratories Inc. /DE/

DECEMBER 31, 2025

1. DESCRIPTION OF BUSINESS

Core Laboratories Inc. (“Core Laboratories”, “Core Lab”, “the Company”, “we”, “our” or “us”) is a Delaware corporation. We were established in 1936 and are one of the world’s leading providers of proprietary and patented reservoir description and production enhancement services and products to the oil and gas industry primarily through client relationships with many of the world’s major, national and independent oil companies. These services and products can enable our clients to evaluate and improve reservoir performance and increase oil and gas recovery from their new and existing fields. We make measurements on reservoir rocks, reservoir fluids (crude oil, natural gas and water) and their derived products. In addition, we assist clients in evaluating subsurface targets associated with carbon capture and sequestration projects or initiatives. We have over 70 offices in more than 50 countries and have approximately 3,300 employees.

On May 1, 2023, Core Laboratories N.V. completed its previously announced redomestication transaction (the “Redomestication Transaction”), which through a series of steps, resulted in the merger of Core Laboratories N.V., a holding company in the Netherlands, with and into Core Laboratories Luxembourg S.A., a public limited liability company incorporated under the laws of Luxembourg, with Core Laboratories Luxembourg S.A. surviving, and subsequently the migration of Core Laboratories Luxembourg S.A. out of Luxembourg and its domestication as Core Laboratories Inc., a Delaware corporation. As a result of the Redomestication Transaction, all common shares in Core Laboratories N.V. were canceled and exchanged for common stock in Core Laboratories Luxembourg S.A. on a one-for-one basis. Former holders of Core Laboratories N.V. common shares now hold one share of common stock of Core Laboratories Inc. (formerly Core Laboratories Luxembourg S.A.) for each Core Laboratories N.V. common share owned immediately prior to the consummation of the Redomestication Transaction, and the business, assets, liabilities, directors and officers of Core Laboratories Inc. became the same as the business, assets, liabilities, directors and officers of Core Laboratories N.V. immediately prior to the Redomestication Transaction.

We operate our business intwo segments: (1) Reservoir Description and (2) Production Enhancement. These complementary operating segments provide different services and products and utilize different technologies for evaluating and improving reservoir performance and increasing oil and gas recovery from new and existing fields. For a description of the types of services and products offered by these operating segments, see Note 20 - Segment Reporting and Other Disaggregated Information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Core Laboratories Inc. and its subsidiaries for which we have a controlling voting interest and/or a controlling financial interest. These financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). We use the equity method of accounting for investments in which we have less than a majority interest and do not exercise control but do exert significant influence. Non-controlling interest has been recorded to reflect outside ownership attributable to consolidated subsidiaries that are less than 100% owned. All inter-company transactions and balances have been eliminated in consolidation.

Certain reclassifications were made to prior period amounts in order to conform to the current period presentation. These reclassifications had no impact on the reported net income or cash flows for the years ended December 31, 2024 and 2023.

Prior Period Immaterial Corrections

The Company has made certain adjustments to previously reported amounts to correct immaterial errors in our consolidated balance sheet as of December 31, 2024. These adjustments included 1) a misclassification of $4.7 million between income taxes receivable and deferred tax liabilities, and 2) a $5.4 million write off associated with income taxes receivable recorded prior to 2021, which were determined to be unrecoverable. The write off associated with periods prior to 2021, results in a reduction of$0.5 million in income taxes receivable, an increase of $4.9 million in income taxes payable, with $5.4 million recorded as an adjustment to beginning retained earnings in the consolidated balance sheet as of December 31, 2024 and the beginning retained earnings as of December 31, 2023 in the consolidated statements of changes in equity.

We evaluated these matters in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and determined that their related impact was not material to the financial statements for any prior annual or interim periods. The Company will correct comparative previously reported financial information for these immaterial matters in our future filings, as applicable.

Recent Accounting Pronouncements

Pronouncements Adopted in 2025

In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve transparency of income tax disclosures, primarily by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024. We adopted the guidance for the year ended December 31, 2025, and our disclosures regarding income taxes were expanded. See Note 8 - Income Taxes. The guidance has been applied prospectively, therefore, certain comparative information for the years ended December 31, 2024 and 2023 has not been reported where new disclosures not previously required are presented.

Pronouncements Not Yet Effective

In November 2024, FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) to improve disclosures about a public business entity’s expenses, by providing more detailed information about the types of expenses in commonly presented expense captions. As amended by ASU 2025-01 issued in January 2025, the amendment is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendment may be applied prospectively or retrospectively. Upon adoption, our disclosures regarding expenses will be expanded.

In July 2025, FASB issued ASU 2025-05 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows public business entities to apply a practical expedient when estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendment is effective for annual and interim periods beginning after December 15, 2025. Early adoption is permitted. The amendment will be applied prospectively. Upon adoption, our disclosures regarding estimating expected credit losses will be expanded.

In December 2025, FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow-Scope Improvements to clarify the applicability of Topic 270, including types of interim reporting and the form and content of interim financial statements. It also provides a comprehensive list of required interim disclosures and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendment is effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We do not expect the update to have an effect on our interim reporting.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates on an ongoing basis and utilize our historical experience, as well as various other assumptions that we believe are reasonable in a given circumstance, in order to make these estimates. Actual results could differ from our estimates, as assumptions and conditions change.

The following accounts, among others, require us to use estimates and assumptions:

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allowance for credit losses;

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obsolete inventory;

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depreciation and amortization;

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long-lived assets, intangibles and goodwill;

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income taxes;

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pensions and other postretirement benefits;

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stock-based compensation; and

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leases.

Accounting policies relating to these accounts and the nature of these estimates are further discussed under the applicable caption. For each of these critical estimates it is at least reasonably possible that changes in these estimates will occur in the short term which may impact our financial position or results of operations.

Foreign Currencies

Our functional currency is the U.S. Dollar (“USD”). All inter-company financing, transactions and cash flows with our subsidiaries are transacted in USD. Revenue and expenses denominated in other currencies are measured at the applicable month-end exchange rate which approximates the average exchange rate. We remeasure monetary assets and liabilities denominated in other currencies to USD at year-end exchange rates. Non-monetary items, depreciation, amortization and certain components of cost of sales are measured at historical rates. Remeasurement and settlement difference are included in other (income) expense, net in the accompanying consolidated statements of operations. See Note 18 - Other (Income) Expense, net.

Concentration of Credit Risk

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. All cash and cash equivalents are on deposit at commercial banks or investment firms with significant financial resources. Our trade receivables are with a variety of domestic, international and national oil and gas companies. We had no clients who provided more than 10% of our revenue for the years ended December 31, 2025, 2024 and 2023. We consider our credit risk related to trade accounts receivable to be limited due to the creditworthiness and financial resources of our clients. We apply the expected credit losses methodology for measurement of credit losses on financial assets measured at amortized cost basis. We evaluate our estimate for credit losses on an on-going basis throughout the year.

Concentration of Interest Rate Risk

We are exposed to interest rate risk on our revolving credit facility debt, which carries a variable interest rate. We are exposed to interest rate risk on our Senior Notes which carry a fixed interest rate, but whose fair value will fluctuate based on changes in interest rates and market perception of our credit risk. See Note 10 - Long-term Debt, net.

Cash and Cash Equivalents

Cash and cash equivalents include all short-term, highly liquid instruments purchased with an original maturity of three months or less. These items are carried at cost, which approximates fair value.

Accounts Receivable

Trade accounts receivable are recorded at their invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our clients, monitor collections and payments, consider our historical collection experience and our current aging of client receivables outstanding, in addition to client’s representations and our understanding of the economic environment in which our clients operate. Based on our review we establish or adjust allowances for credit losses for specific clients and recognize expense. When an account is determined to be uncollectible, we charge the receivable to our allowance for credit losses. The net carrying value of accounts receivable approximates fair value.

Contract Assets and Liabilities

Contract assets and liabilities arise from differences in timing of revenue recognition, billings and cash collections.

Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time. For example, we have contracts where we recognize revenue over time but do not have a contractual right to payment until we complete the performance obligations. We include the current portion of contract assets in accounts receivable. Contract assets were not material at December 31, 2025 and 2024.

Contract liabilities consist of advance payments received and billings in excess of revenue recognized. We generally receive up-front payments relating to our consortia studies. We recognize revenue over the life of the study as the testing and analysis results are made available to our consortia members. We classify contract liabilities for contracts with a duration greater than twelve months as current or non-current based on the timing of revenue recognition. The current portion of contract liabilities is included in unearned revenues, and the non-current portion of contract liabilities is included in other long-term liabilities. Contract liabilities were not material at December 31, 2025 and 2024.

Inventories

Inventories consist of manufactured goods, materials and supplies used for sales or services to clients. Inventories are stated at the lower of cost or estimated net realizable value. Inventory costs are recorded at standard cost which approximates the first-in, first-out method.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are comprised primarily of prepaid insurance, value added taxes and prepaid software licenses.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Major renewals and improvements are capitalized while maintenance and repair costs are charged to expense as incurred. They are depreciated using the straight-line method based on their individual estimated useful lives, except for leasehold improvements, which are depreciated over the remaining lease term, if shorter. We estimate the useful lives and salvage values of our assets based on historical data as follows:

When long-lived assets are sold or retired, the remaining costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income.

We review our long-lived assets for impairment when events or changes in circumstances indicate that their net book value may not be recovered over their remaining service lives. Indicators of possible impairment may include significant declines in activity levels in regions where specific assets or groups of assets are located, extended periods of idle use, declining revenue or cash flow or overall changes in general market conditions.

Whenever possible impairment is indicated, we compare the carrying value of the assets or asset groups to the sum of the estimated undiscounted future cash flows expected from use, plus salvage value, less the costs of the subsequent disposition of the assets. If impairment is still indicated, we compare the fair value of the assets to the carrying value and recognize an impairment loss for the amount by which the carrying value exceeds the fair value. We didnot record any material impairment charges relating to our long-lived assets held for use during the years ended December 31,2025, 2024 and 2023.

The geopolitical conflict between Russia and Ukraine, which began in February 2022, and has continued through December 31, 2025, has resulted in some disruptions to our operations in Russia and Ukraine. The Company evaluated long-lived assets in Russia and Ukraine as part of our assessment of our assets group and did not identify triggering events as of December 31, 2025. Based on our assessments, we determined there was no impairment for long-lived assets in Russia and Ukraine as of December 31, 2025. See Note 17 - Impairments.

Leases

We have operating leases primarily consisting of offices and lab space, machinery, equipment and vehicles. We determine if an arrangement is an operating or finance lease at inception. Lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Where our lease does not provide an implicit rate, we estimate the discount rate used to discount the future minimum lease payments using our incremental borrowing rate and other information available at the commencement date. Operating leased assets also include all initial direct costs incurred. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Operating leased assets are included in right of use (“ROU”) assets and, along with current and long-term operating lease liabilities, are separately presented in our consolidated balance sheet. Financing leased assets are included in property, plant and equipment, net and the related liabilities are included in other current and other long-term liabilities in our consolidated balance sheet.

ROU assets are subsequently depreciated over the estimated useful life of the asset and lease liabilities are carried at amortized cost using the effective interest rate method.

The Company has elected to apply the short-term lease exemption to all classes of underlying ROU assets. Accordingly, no ROU asset or lease liability is recognized for leases with a term of twelve months or less.

The Company has elected to apply the practical expedient for combining lease and non-lease components for vehicle leases and elected not to apply the practical expedient for combining lease and non-lease components to all other classes of underlying ROU assets.

Intangibles and Goodwill

Intangible assets, which include trade secrets, patents, technology, agreements not to compete, trade names, and trademarks, are carried at cost less accumulated amortization and any impairment, for intangibles with a definite life. Intangibles with definite lives are amortized using the straight-line method based on the estimated useful life of the intangible. We review our intangible assets with definite lives for impairment when events or changes in circumstances indicate that carrying value may not be recovered over their remaining service lives.

We record goodwill as the excess of the purchase price over the fair value of the net assets acquired in acquisitions accounted for under the purchase method of accounting. Intangibles with indefinite lives and goodwill are not subject to amortization and are tested for impairment annually or more frequently if events or changes in circumstances indicate intangibles with indefinite lives and goodwill are more likely than not impaired.

We assess intangibles with indefinite lives and goodwill for impairment by performing a qualitative assessment or a quantitative test. The qualitative assessment is to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value is less than carrying value. If it is concluded that it is more-likely-than not that an impairment exists, a quantitative test is required which compares the estimated fair value to the carrying value. If the estimated fair value is less than the carrying value, then there is an impairment loss limited to the carrying value.

Significant judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value which include assumptions regarding future revenue growth rates, discount rates and expected margins. See Note 17 - Impairments.

Accounts Payable

Trade accounts payable are recorded at their invoiced amounts and do not bear interest. The carrying value of accounts payable approximates fair value.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the asset is expected to be recovered or the liability is expected to be settled. We include interest and penalties from tax judgments in income tax expense.

We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken, in our tax return. We also recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 8 - Income Taxes.

With the Redomestication, the Company became subject to U.S. Subpart F (“Subpart F”) income tax on controlled foreign corporations, which primarily applies to passive income. In addition, global intangible low-taxed income (“GILTI”) tax must also be recognized. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in the future years or provide for tax expense related to GILTI in the year the tax is incurred. The Company recognizes tax expense related to GILTI in the year the tax is incurred.

Pension and Other Postretirement Benefit Plans

We provide a non-contributory defined benefit pension plan covering substantially all of our Dutch employees (“Dutch Plan”) who were hired prior to 2000. We recognize net periodic pension costs associated with the Dutch Plan in income and recognize the unfunded status of the plan, if any, in other long-term liabilities in the consolidated balance sheet. We recognize the actuarial gains or losses that arise during the period as a component of other comprehensive income. The projection of benefit obligation and fair value of plan assets requires the use of assumptions and estimates. Actual results could differ from those estimates. See Note 11 - Pension and Other Postretirement Benefit Plans.

We maintain defined contribution plans for the benefit of eligible employees primarily in Canada, the Netherlands, the United Kingdom and the United States. We expense contributions in the period the contribution is made.

Derivative Instruments

We may enter into a variety of derivative instruments in connection with the management of our exposure to fluctuations in interest rates or currency exchange rates. See Note 14 - Derivative Instruments and Hedging Activities.

We do not enter into derivatives for speculative purposes.

Comprehensive Income

Comprehensive income is comprised of net income and other charges or credits to equity that are not the result of transactions with owners. Accumulated other comprehensive income (loss) consists of unrecognized net actuarial gain or loss from the Dutch Plan and changes in the fair value of our interest rate swaps. See Note 11 - Pension and Other Postretirement Benefit Plans and Note 14 - Derivative Instruments and Hedging Activities.

Revenue Recognition

All of our revenue is derived from contracts with clients. Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our clients. In certain circumstances we apply the guidance in Accounting Standards Codification Topic 606 -Revenue from Contracts with Customers (“Topic 606”) to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.

We recognize revenue at an amount that reflects the consideration expected to be received in exchange for such services or goods as described below by applying the five-step method to: (1) identify the contract(s) with clients; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) we satisfy the performance obligation(s). A performance obligation is a promise in a contract to transfer a distinct service or good to a client and is the unit of account under Topic 606. We have contracts with two general groups of performance obligations: those that require us to perform analysis and/or diagnostic tests in our laboratory or at the client’s wellsite and those from the sale of tools, diagnostic and equipment products and related services.

Service Revenue: We provide a variety of services to clients in the oil and gas industry. Where services are provided related to the testing and analysis of rock and fluids, we recognize revenue upon the provision of the test results or analysis to the client. For our design, field engineering and completion diagnostic services, we recognize revenue upon the delivery of those services at the well site or delivery of diagnostic data. In the case of our consortia studies, we have multiple performance obligations and revenue is recognized at the point in time when the testing and analysis results on each contributed core are made available to our consortia members. For arrangements that include multiple performance obligations, we allocate revenue to each performance obligation based on estimates of the price that we would charge the client for each promised service or product if it were sold on a standalone basis.

To a lesser extent, we enter into other types of contracts including service arrangements and non-subscription software and licensing agreements. We recognize revenue for these arrangements over time or at a point in time, depending on our evaluation of when the client obtains control of the promised services or products.

Product Sales Revenue: We manufacture equipment that we sell to our clients in the oil and gas industry, and we recognize revenue when control of the promised product is transferred to the client. Control of the product usually passes to the client at the time shipment is made or picked up by the client at our facilities, as defined within the contract.

Disaggregation of Revenue

We contract with clients for service revenue and/or product sales revenue. We present revenue disaggregated by services and product sales in our consolidated statements of operations. For revenue disaggregated by operating segment, see Note 20 - Segment Reporting and Other Disaggregated Information.

Stock-Based Compensation

For new awards issued and awards modified, repurchased or canceled, we record compensation expense in the consolidated statements of operations equal to the fair value of the award at the date of the grant, modification, repurchase or cancellation over the requisite service period of the award. The fair value is generally determined by the quoted market price of the Company’s common stock on the date of grant less the discounted value of the expected dividends to be paid over the vesting period. Market vesting conditions, as applicable, are included in the estimation of the fair value of the award. Forfeitures are recognized as they occur.

Non-controlling Interests

We maintain non-controlling interests in several investment ventures. Non-controlling interest have been recorded to reflect outside ownership attributable to consolidated subsidiaries that are less than 100% owned and presented as a separate component of equity in the consolidated balance sheets and income in the consolidated statements of operations and other comprehensive income, respectively. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and recorded as a gain or loss.

3. ACQUISITIONS AND DIVESTURES

We hadno significant acquisitions or divestitures during the years ended December 31,2025, 2024 and 2023.

On October 1, 2025, we acquired 100% of the equity interests in Solintec Consultoria E Servicos De Geologia Ltda., a Brazilian limited liability company and a leading provider of geological services to the region’s oil and gas industry (“Solintec”). The acquisition is included in our Reservoir Description operating segment. The total purchase price is comprised of an initial cash payment of $2.3 million plus up to $3.7 million of additional contingent cash consideration, payable in annual installments, provided certain performance targets are achieved over the two-year period following closing. We have not finalized the assessment of the fair values of assets acquired, including intangible assets, and liabilities assumed or the resulting goodwill and its taxability. Fair value estimates of certain assets and liabilities require more current financial information or are based on significant judgments and assumptions. Our estimates of acquisition date fair value will be adjusted where required as additional information is received during the measurement period subsequent to the acquisition date, not to exceed one year. The financial position and results of Solintec are not material to the consolidated financial statements.

Purchase price payments in the amount of $0.4 million have been retained as a guarantee against potential indemnified losses and will be released over a period of time based on the level of any indemnified losses. In addition, Solintec has received prepayments from a customer to cover any costs associated with the related customer contract in the amount of $1.0 million. These amounts are included in cash and cash equivalents.

4. INVENTORIES

Inventories consist of the following (in thousands):

We include freight costs incurred for shipping inventory to our clients in the cost of product sales caption in the accompanying consolidated statements of operations.

5. PROPERTY, PLANT AND EQUIPMENT, NET

The components of property, plant and equipment, net are as follows (in thousands):

See Note 18 - Other (Income) Expense, netfor additional information regarding the write-down of leasehold improvements.

6. LEASES

Our operating leases primarily consist of offices and lab space, machinery, equipment, and vehicles.

We abandoned certain leases in the U.S. and Canada during the years ended December 31, 2024 and 2023. We entered into a sublease agreement that commenced on July 1, 2023 and was terminated at the beginning of 2025, for a portion of the existing office and lab space in Calgary, Alberta, Canada. See Note 18 - Other (Income) Expense, netfor additional information regarding the write-down of right of use assets.

The components of lease expense and other information are as follows (in thousands):

Scheduled undiscounted lease payments for non-cancellable operating leases consist of the following (in thousands):

7. INTANGIBLES AND GOODWILL

The components of intangibles, net are as follows (in thousands):

Our estimated amortization expense relating to these intangibles for the next five years is summarized in the following table (in thousands):

The following table summarizes the change in goodwill for each reportable segment (in thousands):

8. INCOME TAXES

See Note 2 - Summary of Significant Accounting Policies - Recent Accounting Pronouncements - Pronouncements Adopted in 2025. We elected to apply ASU 2023-09 prospectively, therefore, certain comparative information for the years ended December 31, 2024 and 2023 has not been reported where new disclosures not previously required are presented.

The components of income before income taxes are as follows (in thousands):

The components of income tax expense are as follows (in thousands):

The table below summarizes cash payments, net of refunds, for income taxes by legal jurisdiction (in thousands):

The differences in income tax expense computed using the U.S. statutory income tax rate of 21% and our income tax expense as reported in the accompanying consolidated statements of operations are as follows (in thousands):

(1) State taxes in Texas made up the majority (greater than 50%) of the tax effect in this category.

The 2025 tax expense was primarily impacted by our geographic mix of earnings, non-deductible expenses, unrecoverable tax receivables and valuation allowance on deferred tax assets. The Company is subject to Subpart F income tax, which is a tax primarily on passive income from controlled foreign corporations. In addition, the Company recognizes global intangible low-taxed income (“GILTI”). For the year ended December 31, 2025, the Company estimates approximately $23.8 million of GILTI income and $0.5 million of Subpart F income with a U.S. tax effect of $5.0 million and $0.1 million, respectively. Foreign tax credits associated with this and other foreign income of $7.8 million were offset by $4.7 million in valuation allowance for a net benefit of $3.1 million. Additionally, for the year ended December 31, 2025, the Company recorded adjustments of prior year taxes which had a tax effect of $1.9 million and $(1.8) million associated with GILTI and Subpart F income, respectively.

For the year ended December 31, 2024, the Company estimated approximately $10.0 million of GILTI income and $8.7 million of Subpart F income with a U.S. tax effect of $2.1 million and $1.8 million, respectively. For the year ended December 31, 2023, the Company estimatedno GILTI income and Subpart F income of $14.7 million with a U.S. tax effect of $3.1 million.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes significant provisions, including tax cut extensions and modifications to the U.S. and international tax frameworks. We are evaluating the impact of these legislative changes as additional guidance becomes available. Currently, we do not believe legislation will have a material impact on our tax expense.

Deferred tax assets and liabilities result from various temporary differences between the financial statement carrying value and their tax basis. Deferred tax assets and liabilities are summarized as follows (in thousands):

The table below summarizes the net deferred tax assets and net deferred tax liabilities by legal jurisdiction (in thousands):

Deferredtax assets associated with tax credit carryforwards are in the U.S. and interest carry-forwards are in both the U.S. and U.K. The tax credits and interest carry-forwards may only be utilized against certain U.S. and U.K. related income in their respective jurisdictions. The U.S. tax credit carryforwards have a 10-year carry-forward period from the year generated while interest carry-forwards have no expiration date.

At December 31, 2025, we had tax net operating loss carry-forwards in various tax jurisdictions of $38.3 million. As of December 31,2025, if unused, net operating loss carry-forwards of $3.0 million will expire between 2026 and 2027, $3.2 million will expire between 2028 and 2030, $5.0 million will expire between 2031 and 2034 and $1.6 million will expire beyond 2034. The remaining balance of $25.5 million is not subject to expiration. During 2025, no material net operating loss carry-forwards expired unused, that were not subject to valuation allowance.

Although we cannot be certain that our deferred tax assets will be realized, we anticipate that we will have sufficient taxable income in future years to allow us to fully utilize those that are not subject to a valuation allowance.

We file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. We are currently undergoing multiple examinations in various jurisdictions, primarily in Canada, Indonesia, Kuwait and Nigeria, and the years 2011 through 2024 remain open for examination in various tax jurisdictions in which we operate. The ultimate settlement and timing of these additional tax assessments is uncertain, but the Company will continue to vigorously defend its return filing position and does not view the assessments as probable at this time.

During 2025, adjustments were made to estimates for uncertain tax positions in certain tax jurisdictions based upon changes in facts and circumstances, resulting in a reduction to the unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Our policy is to record accrued interest and penalties on uncertain tax positions, net of any tax effect, as part of total tax expense for the period. The corresponding liability is carried along with the tax exposure as a non-current payable in other long-term liabilities. For the years ended December 31, 2025, 2024 and 2023, we recognized $(2.3) million, $0.2 million and $0.6 million, respectively, in interest and penalties. As of December 31,2025 and 2024, we had $2.8 million and $5.1 million, respectively, accrued for the payment of interest and penalties. As of December 31, 2025, 2024 and 2023, there are $0.5 million, $0.4 million and $0.4 million, respectively, of unrecognized tax benefits that if recognized would affect our effective tax rate.

9. OTHER ASSETS

Other assets consist of the following (in thousands):

Cash surrender value of life insurance policies is associated with postretirement benefit plans. See Note 11 - Pension and Other Postretirement Benefit Plans. Investments include unconsolidated affiliates accounted for under the equity method where the operations of these entities are in line with those of our core business. These entities are not considered special purpose entities, nor do we have special off-balance sheet arrangements through these entities.

10. LONG-TERM DEBT, NET

We haveno finance lease obligations. Debt is summarized in the following table (in thousands):

(1)

Interest is payable semi-annually on June 30 and December 30.

(2)

Interest is payable semi-annually on March 28 and September 28.

On July 22, 2025, we, along with our wholly owned subsidiary Core Laboratories (U.S.) Interests Holdings, Inc. (“CLIH”) entered into the Ninth Amended and Restated Credit Agreement (as amended, the “Credit Facility”) for an aggregate borrowing commitment of $150.0 million with a $50.0 million “accordion” feature. Draws up to $100.0 millionare available in the form ofa revolving credit facility, and a single draw of $50.0 million is available in the form of a delayed draw term loan (“DDTL”) through January 12, 2026. The DDTL is repayable in quarterly installments of $625 thousand and prepayments are permitted without penalty. Any remaining outstanding balances under the revolving credit facility and the DDTL are due at maturity on July 22, 2029, subject to springing maturity dates unless the Company’s liquidity equals or exceeds the principal amount of each of the respective senior notes series that remain outstanding on each of the respective springing maturity dates as follows:

(1)October 14, 2027, if any portion of the Company’s 2021 Senior Notes Series B due January 12, 2028, in the aggregate principal amount of $15.0 million, remains outstanding on October 14, 2027, and

(2) March 30, 2028, if any portion of the Company’s 2023 Senior Notes Series A due June 28, 2028, in the aggregate principal amount of $25.0 million, remains outstanding on March 30, 2028.

There are no significant changes to other terms from the Eighth Amended and Restated Credit Agreement, including assets securing the debt, interest rates, and cross default provisions associated with the Senior Notes (as defined below), financial covenants or the interest coverage and leverage ratios as described below.

The Credit Facility is secured by first priority interests in (1) substantially all of the tangible and intangible personal property, and equity interest of CLIH and certain of the Company’s U.S. and foreign subsidiary companies; and (2) instruments evidencing intercompany indebtedness owing to the Company, CLIH and certain of the Company’s U.S. and foreign subsidiary companies. Certain of our material, wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility and Senior Notes.

Under the Credit Facility, the Secured Overnight Financing Rate (“SOFR”) plus 2.00% to SOFR plus 3.00% will be applied to outstanding borrowings. The available capacity at any point in time is reduced by outstanding borrowings and outstanding letters of credit which totaled approximately $11.0 million at December 31,2025, resulting in an available borrowing capacity under the Credit Facility of approximately $136.0 million. In addition to indebtedness under the Credit Facility, we had approximately $8.0 million of outstanding letters of credit and performance guarantees and bonds from other sources as of December 31,2025.

The Credit Facility and Senior Notes include a cross-default provision, whereby a default under one agreement may trigger a default in the other agreements.

The terms of the Credit Facility and Senior Notes require us to meet certain covenants, including, but not limited to, an interest coverage ratio (calculated as consolidated EBITDA divided by interest expense) and a leverage ratio (calculated as consolidated net indebtedness divided by consolidated EBITDA), where consolidated EBITDA (as defined in each agreement) and interest expense are calculated using the most recent four fiscal quarters. The Credit Facility has more restrictive covenants with a minimum interest coverage ratio of 3.00 to 1.00 and permits a maximum leverage ratio of 2.50 to 1.00. The Credit Facility allows non-cash charges such as impairment of assets, stock compensation and other non-cash charges to be added back in the calculation of consolidated EBITDA. The terms of our Credit Facility also allow us to negotiate in good faith to amend any ratio or requirement to preserve the original intent of the agreement if any change in accounting principles would affect the computation of any financial ratio or covenant of the Credit Facility. In accordance with the terms of the Credit Facility, our leverage ratio is 1.10, and our interest coverage ratio is 7.79, each for the period ended December 31,2025. We are in compliance with all covenants contained in our Credit Facility and Senior Notes as of December 31, 2025.

We, along with CLIH as issuer, have senior notes outstanding that were issued through private placement transactions. Series A and Series B of the 2021 Senior Notes were issued in 2021 (the “2021 Senior Notes”). Series A and Series B of the 2023 Senior Notes were issued in 2023 (the “2023 Senior Notes”). The 2021 Senior Notes and the 2023 Senior Notes are collectively the “Senior Notes”. On January 12, 2026, we made a single draw of $50.0 million on the DDTL and repaid the 2021 Senior Notes Series A in the principal amount of $45.0 million. As such, we continued to classify 2021 Senior Notes Series A as long-term debt as of December 31, 2025.

See Note 14 - Derivative Instruments and Hedging Activities for additional information regarding interest rate swap agreements we have entered to fix the underlying risk-free rate on our 2023 Senior Notes.

The estimated fair value of total debt at December 31, 2025 and 2024 approximated the book value of total debt. The fair value was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments through the maturity date.

11. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Defined Benefit Plan

Prior to January 2020, one of our subsidiaries provided a noncontributory defined benefit pension plan covering substantially all of our Dutch employees who were hired prior to 2000 (“Dutch Plan”). This pension benefit was based on years of service and final pay or career average pay depending on when the employee began participating. The Dutch Plan was curtailed prior to January 2020, and these employees have been moved into the Dutch defined contribution plan. However, the unconditional indexation for this group of participants continues for so long as they remain in active service with the Company.

The following table summarizes the change in the projected benefit obligation and the fair value of plan assets for the Dutch Plan (in thousands):

The following actuarial assumptions were used to determine the actuarial present value of our projected benefit obligation and the net periodic pension cost for the Dutch Plan:

The discount rate used to determine our projected benefit obligation at December 31, 2025 was increased from 3.48% to 4.06%, consistent with a general increase in interest rates in Europe for AAA-rated long-term Euro government bonds.

Amounts recognized for the Dutch Plan in the consolidated balance sheets consist of (in thousands):

The components of net periodic pension cost for the Dutch Plan include (in thousands):

We funded the future obligations of the Dutch Plan by purchasing an insurance contract from a large multi-national insurance company with a five-year maturity. Each year we made annual premium payments to the insurance company (1) to provide for the benefit obligation of the current year of service based on each employee’s age, gender and current salary, and (2) for the changes in the benefit obligation for prior years of service due to changes in participants’ salary. Plan assets returns equal the contractual rates, which are comparable with governmental debt securities. We determine the fair value of these plan assets with the assistance of an actuary using observable inputs (Level 2), which approximates the contract value of the investments. Our expected long-term rate of return assumptions are based on the weighted-average contractual rates for each contract. Dutch law dictates the minimum requirements for pension funding. Our goal is to meet these minimum funding requirements, while our insurance carrier invests to minimize risks associated with future benefit payments.

In 2026, our minimum funding requirements are expected to be $0.3 million. Our estimate of future annual contributions is based on current funding and the unconditional indexation requirements, and we believe these contributions will be sufficient to fund the plan.

Expected benefit payments to eligible participants under this plan for the next five years are as follows (in thousands):

Defined Contribution Plans

We maintain defined contribution plans for the benefit of eligible employees primarily in Canada, the Netherlands, the United Kingdom, and the United States. In accordance with the terms of each plan, we and our participating employees contribute up to specified limits and under certain plans, we may make discretionary contributions in accordance with the defined contribution plans. Our primary obligation under these defined contribution plans is limited to paying the annual contributions. For the years ended December 31, 2025, 2024 and 2023, we paid $4.4 million, $4.7 million and $4.3 million, respectively, for our contributions and our additional discretionary contributions to the defined contribution plans.

Vesting in all employer contributions is accelerated upon the death of the participant or a change in control. Employer contributions under the plans are forfeited upon a participant’s termination of employment to the extent they are not vested at that time.

Deferred Compensation Arrangements

We have entered into deferred compensation contracts for certain key employees to provide additional retirement income to the participants. The benefit is determined by the contract for either a fixed amount or by a calculation using years of service or age at retirement along with the average of their base salary for thefive years prior to retirement. We are not required to fund this arrangement; however, we have purchased life insurance policies with cash surrender values to assist us in providing the benefits pursuant to these deferred compensation contracts with the actual benefit payments made by Core Laboratories. The charge to expense for these deferred compensation contracts for the years ended December 31,2025, 2024 and 2023 was $0.7 million, $0.9 million and $1.1 million, respectively.

We provide severance compensation to certain key employees if employment is terminated under certain circumstances, such as following a change in control or for any reason other than upon their death or disability, for “cause” or upon a material breach of a material provision of their employment agreement, as defined in their employment agreements. In addition, there are certain countries where we are legally required to make severance payments to employees when they leave our service. We have accrued for all of these severance payments, but they are not funded.

We also have adopted a non-qualified deferred compensation plan (“Deferred Compensation Plan”) that allows certain highly compensated employees to defer a portion of their salary, commission and bonus, as well as the amount of any reductions in their deferrals under the Deferred Compensation Plan for employees in the United States, due to certain limitations imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Contributions to the plan are invested in equity and other investment fund assets and carried on the balance sheet at fair value. The benefits under these contracts are fully vested. Our primary obligation for the Deferred Compensation Plan is limited to our annual contributions. Employer contributions to the Deferred Compensation Plan for the years ended December 31, 2025, 2024 and 2023 were $0.4 million, $0.4 million and $0.4 million, respectively. Vesting in all employer contributions is accelerated upon the death of the participant or a change in control. Employer contributions under the plans are forfeited upon a participant’s termination of employment to the extent they are not vested at that time.

12. COMMITMENTS AND CONTINGENCIES

We have been and may from time to time be named as a defendant in legal actions that arise in the ordinary course of business. These include, but are not limited to, employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with the provision of our services and products. A liability is accrued when a loss is both probable and can be reasonably estimated.

We do not maintain any off-balance sheet debt or other similar financing arrangements, nor have we formed any special purpose entities for the purpose of maintaining off-balance sheet debt.

See Note 10 - Long-term Debt, netfor amounts committed under letters of credit and performance guarantees and bonds.

13. EQUITY

Common Stock

In 2024 and 2023, we issued 28,311 and 239,455 shares, respectively, of authorized common stock in conjunction with our stock-based compensation plans. See Note 16 - Stock-Based Compensation.

In connection with the Redomestication Transaction in May 2023, Core Laboratories Inc.’s common stock par value was decreased by $0.7 million for the difference between the total par value of common stock of Core Laboratories Inc. and the total par value of common shares of Core Laboratories N.V. at the date of transfer, with an offset to additional paid in capital. In addition, equity related transaction costs associated with the Redomestication Transaction of $4.8 million were charged to additional paid in capital.

Treasury Stock

The repurchase of shares in the open market is at the discretion of our Board of Directors and management. Such common stock, unless canceled, may be reissued for a variety of purposes such as future acquisitions, non-employee director stock awards or employee stock awards. From the activation of the discretionary share repurchases on October 29, 2002 through December 31, 2025, we have repurchased 41,860,760 shares for an aggregate purchase price of approximately $1.7 billion, or an average price of $40.30 per share and have canceled 33,475,406 shares with a historical cost of $1.2 billion. At December 31,2025, we held 871,489 shares in treasury. During the year ended December 31,2025, we distributed 463,244 shares of treasury stock upon vesting of stock-based awards. During the year ended December 31,2025, we repurchased 1,194,685 shares of our common stock for $15.5 million, of which 226,082 shares valued at $3.5 million were surrendered to us pursuant to the terms of a stock-based comp ensation plan in consideration of the participants’ tax burdens resulting from the issuance of common stock under that plan. As of December 31, 2025, we had not settled $3.1 million of these tax liabilities with the taxing authorities. Subsequent to year-end, we have repurchased 1,695 shares of our common stock for approximately $29.0 thousand.

Dividend Policy

Core Laboratories has maintained a cash dividend program since 2008. In 2025, 2024 and 2023, cash dividends of $0.01 per share were paid in each quarter. The declaration and payment of future dividends will be at the discretion of the Board of Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements, and general business conditions. On February 4,2026, the Company declared a quarterly cash dividend of $0.01 per share for shareholders of record on February 16,2026 payable on March 9,2026.

Accumulated Other Comprehensive Income (Loss)

Amounts recognized, net of income taxes, in accumulated other comprehensive income (loss) consist of the following (in thousands):

Retained Earnings

The beginning balances of retained earnings and total equity for the year ended December 31, 2023 have been adjusted for certain prior period immaterial corrections. See Note 2 - Summary of Significant Accounting Policies.

14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risks related to fluctuations in interest rates. To mitigate these risks, we may utilize derivative instruments in the form of interest rate swaps. We do not enter into derivative transactions for speculative purposes.

In March 2021, we entered into a forward interest rate swap agreement and carried the fair value of certain terminated variable-to-fixed swaps into the agreement in a “blend and extend” structured transaction. The purpose of this forward interest rate swap agreement was to fix the underlying risk-free rate, that would be associated with the anticipated issuance of new long-term debt by the Company in future periods. The forward interest rate swap would hedge the risk-free rate on forecasted long-term debt through March 2033. Risk associated with future changes in the 10-year LIBOR interest rates were fixed up to a notional amount of $60.0 million with this instrument. The interest rate swap qualified as a cash flow hedging instrument. The forward interest rate swap agreement was terminated and settled in April 2022. The hedging relationship was highly effective, therefore, the gain on the termination of the forward interest rate swap was included in accumulated other comprehensive income (loss). In June 2023, the Company issued the 2023 Senior Notes with an aggregate principal amount of $50 million at fixed interest rates of 7.25% and 7.50%. The Company has elected to apply the optional expedient for hedging relationships affected by reference rate reform. Accordingly, no outstanding balance on the 2023 Senior Notes will preclude cash flow hedging with the LIBOR hedging instrument. The Company recognized a gain of $0.4 million in earnings for the $10 million over hedged portion of the interest rate swap in 2023. The unamortized balance included in accumulated other comprehensive income (loss) on this swap will be amortized into interest expense in accordance with the forecasted transactions or the scheduled interest payments on the 2023 Senior Notes and any future debt through March 2033. All other interest rate swaps have expired.

As of December 31, 2025, the aggregated loss on interest swaps included in accumulated other comprehensive income (loss) is a net loss of $0.3 million. See Note 13 - Equity - Accumulated Other Comprehensive Income (Loss).

As of December 31, 2025, we had fixed rate long-term debt aggregating $110.0 million and variable rate long-term debt aggregating $3.0 million.

The effect of the interest rate swaps on the consolidated statements of operations was as follows (in thousands):

15. FINANCIAL INSTRUMENTS

The Company’s only financial assets and liabilities which are measured at fair value on a recurring basis relate to certain aspects of the Company’s benefit plans. We use the market approach to determine the fair value of these assets and liabilities using significant other observable inputs (Level 2) with the assistance of a third-party specialist. We do not have any assets or liabilities measured at fair value on a recurring basis using quoted prices in an active market (Level 1) or significant unobservable inputs (Level 3). Gains and losses related to the fair value changes in the financial assets and liabilities are recorded in general and administrative expense in the consolidated statements of operations.

The following table summarizes the fair value balances (in thousands):

(1) Company owned life insurance policies have cash surrender value and are intended to assist in funding deferred compensation liabilities and other benefit plans.

16. STOCK-BASED COMPENSATION

We have two stock incentive plans: the 2024 Long-Term Incentive Plan (the “LTIP”) and the 2023 Non-Employee Director Stock Incentive Plan (the “Director Plan”). We issue shares from either treasury stock or authorized common stock for the following stock-based compensation plans. In 2025, we issued 463,244 shares out of treasury stock. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2024 Long-Term Incentive Plan

Under the LTIP, awards may be granted to eligible employees until May 8, 2034, and the maximum number of shares available for award is 14,100,000 shares. At December 31,2025, approximately 1,442,168 shares remained available for the grant of new awards.

We have granted restricted stock awards under two programs: (1) the Performance Share Award Program (“PSAP”); and (2) the Restricted Share Award Program (“RSAP”). During the year ended December 31, 2025, participants surrendered 226,082 shares to settle any personal tax liabilities which may result from the award, as permitted by the agreements. We recorded these surrendered shares as treasury stock with an aggregate cost of $3.5 million at $15.59 per share.

Performance Share Award Program

The PSAP allows us to compensate our executive and senior management teams as we meet or exceed our business objectives. The PSAP shares are unvested and may not be sold, assigned, pledged, hedged, margined or otherwise transferred by an award recipient until such time as, and then only to the extent that, the restricted performance shares have vested. In the event of a change in control (as defined in the LTIP) prior to the last day of the Performance Period, as defined, all of the award recipient’s restricted performance shares will vest as of the effective date of such change in control. Subject to continued employment with us, or upon death or disability, PSAP shares vest if we meet or exceed our business objectives.

We award certain members of our executive and senior management teams rights to receive common stock if our calculated return on invested capital (“ROIC”), as defined in the PSAP Agreement, achieves certain performance criteria as compared to the Bloomberg Peer Group, as defined in the PSAP Agreement, on thelast trading day of the three-year performance period. Additional shares may be awarded above the target level subject to ROIC performance and certain total shareholder return (“TSR”) performance criteria, as defined in the PSAP agreement. The PSAP is recorded as an equity award that requires us to recognize compensation expense over the shorter of the three-year performance period or requisite service period, as determined for each participant individually.

On January 14, 2026, the Compensation Committee of our Board of Directors approved the 2026 PSAP award for an aggregate total of 391,116 shares (at target level) to certain members of our executive and senior management teams. The performance period and conditions are similar to the prior year’s PSAP awards as discussed above.

The following table summarizes information of shares awarded under the PSAP (in thousands except share data):

(1) Additional stock compensation expense has been recorded in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”, which states that the period over which stock compensation expense is recognized should not extend beyond the eligible retirement age as defined in each executive’s PSAP award agreement. The PSAP awards remain unvested until the end of the performance period and until it can be determined whether the performance criteria have been achieved. The executive will not forfeit the right to vest in the awarded shares if they voluntarily retire from the Company after attaining the retirement age as defined in each agreement.

Restricted Share Award Program

In 2004, the Compensation Committee of our Board of Directors approved the RSAP to attract and retain key employees, and to better align employee interests with those of our shareholders. Each of these grants has a vesting period of principally either five orsix years, and vests ratably, or as specified in the award agreements, on an annual basis. There are no performance accelerators for early vesting for these awards. Awards under the RSAP are classified as equity awards and recorded at the grant-date fair value with the compensation expense recognized over the expected life of the award.

The following table summarizes information of shares awarded under the RSAP (in thousands except share data):

2023 Non-Employee Director Stock Incentive Plan

Under the Director Plan, awards may be granted until June 28, 2033, and the maximum number of shares available for award under this plan is 1,400,000 shares. As of December 31, 2025, approximately 392,560 shares remained available for the grant of new awards.

We have granted restricted stock awards under the Restricted Share Award Program for Non-Employee Directors (the “Director Program”). The Compensation Committee of our Board of Directors approved the Director Program to compensate our non-employee Directors.

All shares awarded have a vesting period ofone year for each grant. There are no performance accelerators for early vesting for these awards. Awards under the Director Program are classified as equity awards and recorded at the grant-date fair value with compensation expense recognized over the expected life of the award.

On January 14, 2026, the Compensation Committee of our Board of Directors approved the 2026 award for an aggregate total of 47,370 shares to our non-employee directors. The grant date of the award is on April 1, 2026 with a vesting period ofone year.

The following table summarizes information of shares awarded under the Restricted Share Award Program for Non-Employee Directors (in thousands, except share data):

Equity Compensation Plans Information

Non-vested restricted share awards outstanding and changes during the year ended December 31, 2025 under both the LTIP and the Director Plan are as follows:

Stock-based compensation expense under both the LTIP and the Director Plan recognized in the consolidated statement of operations is as follows (in thousands):

17. IMPAIRMENTS

The geopolitical conflict between Russia and Ukraine, which began in February 2022 and has continued through December 31, 2025, has resulted in some disruptions to our operations in Russia and Ukraine. As of December 31, 2025, all laboratory facilities, offices, and locations in Russia and Ukraine continued to operate with no significant impact to local business operations. Therefore, we determined there was no triggering event for long-lived assets in Russia and Ukraine, and no impairment assessments have been performed as of December 31, 2025.

For the years ended December 31, 2025, 2024 and 2023, there were no triggering events during the year, and we determined there wasno impairment for any of our long-lived assets or asset groups.

We completed our annual impairment assessment of indefinite lived intangible assets and goodwill of our reporting units for the years ended December 31, 2025, 2024 and 2023, by performing qualitative assessments, which indicated we did not meet the threshold of more likely than not that there was impairment and therefore no quantitative tests were required. No impairments were recorded for our indefinite lived intangible assets or goodwill for the years ended December 31,2025, 2024 and 2023.

18. OTHER (INCOME) EXPENSE, NET

The components of other (income) expense, net are as follows (in thousands):

In 2024, we sold certain ownership interest in mineral rights of certain properties for a net gain of $1.4 million, which is included in gain on sale of assets.

During the year ended December 31, 2023, the State of Louisiana expropriated the access road to one of our facilities and paid us a settlement of $0.6 million.

Duringthe years ended December 31, 2025, 2024 and 2023, as a result of our continuous efforts in consolidating and exiting certain facilities in the U.S. and other international locations for operational efficiency, we recognized a write-down of the associated leasehold improvements, right of use assets and other assets and incurred lease abandonment and other exit costs of $0.7 million, $1.8 million and $2.3 million, respectively.

In February 2024, we had a fire incident at our Aberdeen, U.K. facility and we have recorded insurance recovery associated with business interruption and increase in cost of work of $1.1 million and $4.0 million during the years ended December 31, 2025 and 2024, respectively. Additionally, we recorded insurance recovery associated with loss on property and assets of $6.8 million and $4.4 million, respectively, during the years ended December 31, 2025 and 2024. In September 2025, Core Lab reached final settlement with the insurance company.

During the year ended December 31, 2023, we wrote off previously deferred costs of $0.5 million upon termination of our 2022 at-the-market offering (“ATM Program”).

Foreign Currency Risk

We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We do not currently hold or issue forward exchange contracts or other derivative instruments for hedging or speculative purposes. Foreign exchange gains and losses result from fluctuations in the USD against foreign currencies and are included in other (income) expense, net in the consolidated statements of operations. We recognized foreign exchange losses in countries where the USD weakened against the local currency and we had net monetary liabilities denominated in the local currency; as well as countries where the USD strengthened against the local currency and we had net monetary assets denominated in the local currency. We recognized foreign exchange gains in countries where the USD strengthened against the local currency and we had net monetary liabilities denominated in the local currency and in countries where the USD weakened against the local currency and we had net monetary assets denominated in the local currency.

Foreign exchange (gain) loss, net for the primary currencies in which we operate and those with a material effect for the period presented is summarized in the following table (in thousands):

19. EARNINGS PER SHARE

We compute basic earnings per share by dividing net income attributable to Core Laboratories Inc. by the number of weighted average common shares outstanding during the period. Diluted earnings per share includes the incremental effect of contingently issuable shares from performance and restricted stock awards, as determined using the treasury stock method.

The following table summarizes the calculation of weighted average common shares outstanding used in the computation of basic and diluted earnings per share (in thousands):

20. SEGMENT REPORTING AND OTHER DISAGGREGATED INFORMATION

Segment Reporting

We operate our business intwo segments. These complementary operating segments provide different services and products and utilize different technologies for evaluating and improving reservoir performance and increasing oil and gas recovery from new and existing fields:

•

Reservoir Description: Encompasses the characterization of petroleum reservoir rock and reservoir fluids samples to increase production and improve recovery of crude oil and natural gas from our clients’ reservoirs. We provide laboratory-based analytical and field services to characterize properties of crude oil and crude oil-derived products to the oil and gas industry. Services associated with these fluids include determining the quality and measuring the quantity of the reservoir fluids and their derived products, such as gasoline, diesel and biofuels. We also provide proprietary and joint industry studies based on these types of analyses and manufacture associated laboratory equipment. In addition, we provide reservoir description capabilities that support various activities associated with energy transition projects, including services that support carbon capture, utilization and storage, geothermal projects, and the evaluation and appraisal of mining activities around lithium and other elements necessary for energy storage.

•

Production Enhancement: Includes services and manufactured products associated with reservoir well completions, perforations, stimulation, production and well abandonment. We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

We use the same accounting policies to prepare our operating segment results as are used to prepare our consolidated financial statements. All interest and other non-operating income (expense) is attributable to Corporate & Other and is not allocated to specific operating segments.

Our chief operating decision maker (“CODM”) is ourchief executive officer, who also serves as Chairman of the Board of Directors. The CODM uses revenue from unaffiliated clients and segment operating income to allocate resources, primarily for working capital, staffing, and capital expenditures, during the annual budgeting process and monthly when comparing actual results to budgeted and forecasted results.

Summarized financial information of our operating segments is shown in the following table (in thousands):

(1) “Corporate and other” represents those items not directly related to a particular operating segment and eliminations.

(2) General and administrative expense is presented as a total amount to the CODM and consists primarily of employee benefits, professional fees and information technology costs.

(3) Other operating (income) expense, net and foreign currency exchange (loss), net are included in the consolidated statement of operations as other (income) expense, net. See Note 18 - Other (Income) Expense, net for further detail.

(4) Total assets for Reservoir Description have been adjusted for certain prior period immaterial corrections. See Note 2 - Summary of Significant Accounting Policies.

Disaggregated Revenue

We derive our revenue from services and product sales contracts with clients primarily in the oil and gas industry. No single client accounted for 10% or more of revenue in any of the periods presented. Summarized financial information of our contracts is shown in the following table (in thousands):

We attribute service revenue to the country in which the service was performed rather than where the reservoir or project is located while we attribute product sales revenue to the country where the product was shipped as we feel this gives a clearer view of our operations. We do, however, have significant levels of service revenue performed and recorded in the U.S. that are sourced from projects on non-U.S. oilfields. Summarized financial information of our geographic regions is shown in the following table (in thousands):

(1)Revenue earned in other countries was not individually greater than 10% of our consolidated revenue in 2025, 2024 and 2023.

(2)Property, plant and equipment, net in other countries, was not individually greater than 10% of our consolidated property, plant and equipment, net in 2025, 2024 and 2023.

Schedule II - Valuation and Qualifying Account

(1) Comprised primarily of differences due to changes in exchange rates.