National Energy Services Reunited Corp.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
For the fiscal year ended December 31,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission File Number:001-38091
NATIONAL ENERGY SERVICES REUNITED CORP.
(Exact name of Registrant as specified in its charter)
British Virgin Islands
(State or other jurisdiction of incorporation or organization)
98-1367302
(I.R.S. Employer Identification No.)
777 Post Oak Blvd., Suite 730
Houston, Texas
(Address of principal executive offices)
77056-3214
(Zip Code)
Registrant’s telephone number, including area code:(832) 925-3777
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, no par value per share | NESR | The Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐Accelerated filer ☒ Non-accelerated filer☐ Smaller reporting company ☐ Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- 1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price on June 30, 2025, reported by the Nasdaq Capital Market) was $411.2 million.
As of December 31, 2025, the registrant had 100,787,173 ordinary shares, no par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant’s Definitive Proxy Statement for the 2026 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
| PART I | 4 |
|---|---|
| ITEM 1. BUSINESS | 4 |
| ITEM 1A. RISK FACTORS | 15 |
| RISK FACTOR SUMMARY | 15 |
| RISKS RELATING TO OUR BUSINESS AND OPERATIONS | 15 |
| FINANCIAL, REGULATORY, LEGAL AND COMPLIANCE RISKS | 16 |
| RISKS RELATED TO OUR CAPITAL STRUCTURE | 17 |
| OTHER RISKS ASSOCIATED WITH OUR BUSINESS | 17 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 36 |
| ITEM 1C. CYBERSECURITY | 36 |
| ITEM 2. PROPERTIES | 37 |
| ITEM 3. LEGAL PROCEEDINGS | 37 |
| ITEM 4. MINE SAFETY DISCLOSURES | 37 |
| PART II | 38 |
| ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 38 |
| ITEM 6. [RESERVED] | 38 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 39 |
| EXECUTIVE SUMMARY | 39 |
| RESULTS OF OPERATIONS | 39 |
| LIQUIDITY AND CAPITAL RESOURCES | 45 |
| CRITICAL ACCOUNTING ESTIMATES | 49 |
| RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 51 |
| RELATED PARTY TRANSACTIONS | 51 |
| FORWARD-LOOKING STATEMENTS | 51 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 52 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 54 |
| CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING | 54 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 |
| CONSOLIDATED BALANCE SHEETS | 58 |
| CONSOLIDATED STATEMENTS OF OPERATIONS | 59 |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 60 |
| CONSOLIDATED STATEMENTS SHAREHOLDERS’ EQUITY | 61 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 62 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 63 |
| 1. DESCRIPTION OF BUSINESS | 63 |
| 2. BASIS OF PRESENTATION | 63 |
| 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 64 |
| 4. REVENUE | 70 |
| 5. ACCOUNTS RECEIVABLE | 71 |
| 6. SERVICE INVENTORIES | 71 |
| 7. PROPERTY, PLANT, & EQUIPMENT | 72 |
| 8. GOODWILL, INTANGIBLE, AND OTHER ASSETS | 72 |
| 9. LEASING | 74 |
| 10. DEBT | 76 |
| 11. EMPLOYEE BENEFITS | 78 |
| 12. INCOME TAXES | 80 |
| 13. COMMITMENTS AND CONTINGENCIES | 83 |
| 14. SHARE-BASED COMPENSATION | 83 |
|---|---|
| 15. EQUITY | 84 |
| 16. EARNINGS PER SHARE | 85 |
| 17. FAIR VALUE ACCOUNTING | 87 |
| 18. RELATED PARTY TRANSACTIONS | 87 |
| 19. REPORTABLE SEGMENTS | 87 |
| 20. SUBSEQUENT EVENTS | 89 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 90 |
| ITEM 9A. CONTROLS AND PROCEDURES | 90 |
| ITEM 9B. OTHER INFORMATION | 90 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 90 |
| PART III | 91 |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 91 |
| ITEM 11. EXECUTIVE COMPENSATION | 92 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 92 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 92 |
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 92 |
| PART IV | 93 |
| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 93 |
| SIGNATURES | 95 |
| Exhibit 10.1 | |
| Exhibit 21 | |
| Exhibit 23.1 | |
| Exhibit 31.1 | |
| Exhibit 31.2 | |
| Exhibit 32.1 | |
| Exhibit 32.2 | |
| Exhibit 97.2 | |
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