National Energy Services Reunited Corp.

6. DEBT

Long-term debt

The Company’s long-term debt obligations consist of the following (in US$ thousands):

2021 Secured Facilities Agreement

On November 4, 2021, the Company entered into an $860 million Secured Facilities Agreement (the “2021 Secured Facilities Agreement”). At inception, the 2021 Secured Facilities Agreement consisted of a $430 million term loan due by November 4, 2027 (the “Secured Term Loan”), an $80.0 million revolving credit facility due by November 4, 2025 (the “Secured Revolving Credit Facility”), and a $350 million working capital facility that renews annually or bi-annually by mutual agreement between the lenders and the Company. The Secured Revolving Credit Facility was extended from November 4, 2025, to February 4, 2026, by mutual agreement of the Company and its lenders. Following February 4, 2026, the Company did not extend its Secured Revolving Credit Facility, as operating cash flow, together with available cash and cash equivalents, is sufficient to support working capital, capital expenditures, and debt repayment obligations.

Borrowings under the Secured Term Loan incur, and prior borrowings under the Secured Revolving Credit Facility incurred, interest based on the secured overnight financing rate (“SOFR”) for U.S. dollar-denominated borrowings or the Saudi Arabian Interbank Offered Rate (“SAIBOR”) for Saudi Arabian Riyal borrowings plus 2.6% to 3.0% per annum, varying based on the Company’s Net Debt / EBITDA ratio as defined in the 2021 Secured Facilities Agreement. As of September 30, 2026, and December 31, 2025, this resulted in interest rates of 6.51% and 7.13%, respectively, for U.S. dollar-denominated borrowings, and interest rates of 7.46% and 7.61%, respectively, for Saudi Arabian Riyal borrowings. As of September 30, 2026, and December 31, 2025, the Company had drawn $209.6 million and $258.0 million, respectively, of the Secured Term Loan, and $0.0 (zero) million and $0.0 (zero) million, respectively, of the Secured Revolving Credit Facility. Additionally, as of September 30, 2026, and December 31, 2025, the Company had $0.0 (zero) million and $59.2 million, respectively, available to be drawn under the Secured Revolving Credit Facility.

The 2021 Secured Facilities Agreement also includes a working capital facility (the “Working Capital Facility”) of $278.4 million and $325.0 million as of September 30, 2026, and December 31, 2025, respectively, for issuance of letters of guarantee, letters of credit and refinancing letters of credit into debt over a period of no more than two years, which carries an interest rate equal to SOFR for U.S. dollar-denominated borrowings, or SAIBOR for Saudi Arabian Riyal borrowings, for the applicable interest period, plus a margin of 1.25% to 1.5% per annum. As of September 30, 2026, and December 31, 2025, this resulted in interest rates of 5.16% and 7.13%, respectively, for U.S. dollar-denominated borrowings, and interest rates of 6.37% and 7.61%, respectively, for Saudi Arabian Riyal borrowings. The Working Capital Facility requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.3125% (25% of the margin) on the facility lender’s available commitment for the relevant quarter. The Working Capital Facility decreased by $46.6 million during the nine-month period ended September 30, 2026, due to the scheduled expiration of one tranche of availability within the lender syndicate as partially offset by new commitments. As of September 30, 2026, and December 31, 2025, the Company had utilized $273.9 million and $243.8 million, respectively, under this Working Capital Facility and the balance of $4.5 million and $81.2 million, respectively, was available to the Company.

The 2021 Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. As of September 30, 2026, and December 31, 2025, the Company was in compliance with all financial and non-financial covenants under the 2021 Secured Facilities Agreement.

Trade Finance Facilities Agreement

On September 1, 2026, a subsidiary of the Company entered into a $40.0 million trade finance facilities agreement (the “Trade Finance Facilities Agreement”) with HSBC Bank Middle East Limited (“HSBC”). The agreement provides the Company with access to various trade finance instruments, including bank guarantees, standby letters of credit, documentary credits, and short-term import and export financing facilities. The facilities are generally available through November 30, 2026, with certain instruments subject to separate contractual tenors. The facilities are uncommitted and subject to HSBC’s ongoing review and right to reduce, cancel, or withdraw availability.

The Trade Finance Facilities Agreement provides for variable interest rates on applicable U.S. dollar-denominated borrowings based on Term SOFR plus contractual margins ranging from 1.50% to 1.65% per annum. Bank guarantees are subject to annual commissions generally ranging from 1.45% to 1.75%, depending on the type and tenor of the guarantee, while documentary credits are subject to commissions ranging from 0.85% to 0.90% per annum. In addition, the Company paid an arrangement fee of $88,000 and is subject to applicable administrative fees and other charges in accordance with HSBC’s standard tariff. The agreement contains customary affirmative and negative covenants, including financial reporting requirements, notification obligations, and restrictions relating to pledged collateral.

On September 28, 2026, the Trade Finance Facilities Agreement was amended to increase the aggregate credit limit from $40.0 million to $58.0 million through the addition of an $18.0 million uncommitted trade finance facility for the issuance of a financial standby letter of credit (“SBLC”). The additional facility is to be secured by an $18.0 million time deposit pledged in favor of HSBC and carries an annual commission of 1.60%, with a maximum tenor of 12 months.

As of September 30, 2026, the Company had utilized approximately $27.4 million under the Trade Finance Facilities Agreement, with approximately $30.6 million of remaining availability, subject to applicable sublimits and HSBC approval requirements.

On October 1, 2026, HSBC issued an irrevocable SBLC in the amount of $18.0 million to support the Company’s obligations associated with outstanding letters of guarantee. The SBLC is scheduled to expire on December 30, 2026, unless released earlier. The Company provided an $18.0 million pledged time deposit on October 5, 2026, which earns interest income while serving as collateral for the SBLC.

The Trade Finance Facilities Agreement contains customary affirmative and negative covenants, including financial reporting requirements, notification obligations relating to material changes in the Company’s business and operations, and restrictions on the use and disposition of pledged collateral. The agreements do not contain financial maintenance covenants based on leverage, interest coverage, or other financial ratios. As of September 30, 2026, the Company was in compliance with all affirmative and negative covenants under the Trade Finance Facilities Agreement.

$55.0 Million Term Facilities Agreement

On September 30, 2026, the Company entered into a $55.0 million Term Facilities Agreement (the “Term Facilities Agreement”) with HSBC Bank plc (“HSBC plc”), supported by guarantees and security provided by NESR and certain subsidiaries. The facility matures on March 31, 2027, and bears 0% stated interest through the original maturity date, subject to an extension mechanism under which the stated interest rate increases to 9% per annum.

The financing includes a 9.5% original issue discount ($5.2 million), together with lender, agency, security-agent and transaction fees. The financing package also includes a Saudi-law guarantee and indemnity from one of the Company’s subsidiaries in Saudi Arabia, a Saudi promissory note supporting the obligations, and security arrangements in certain jurisdictions. NESR granted HSBC plc specified rights of first refusal and matching rights for future refinancing transactions and agreed to undertake a credit-rating process. The Term Facilities Agreement is intended to provide near-term liquidity while NESR pursues longer-term refinancing of this facility and other existing indebtedness.

Although the agreement was executed on September 30, 2026, the loan proceeds were not received until October 5, 2026. Accordingly, no borrowings under the facility were outstanding as of September 30, 2026, and the funding represents a subsequent event for the third quarter of 2026. Despite the initial 0% stated interest rate, the original issue discount and applicable financing costs will result in an effective interest rate above 0%, with the related interest expense recognized over the term of the facility.

The Term Facilities Agreement includes financial covenants requiring the Company to maintain a maximum consolidated leverage ratio of 2.00:1, a minimum debt service coverage ratio greater than 1.25:1, and a minimum interest coverage ratio of 4.00:1. These covenants are tested quarterly on a rolling twelve-month basis. The agreement also contains customary non-financial covenants, including restrictions on additional indebtedness, liens, asset disposals, acquisitions, dividends and certain other corporate activities, subject to specified exceptions. As of September 30, 2026, the Company was in compliance with all affirmative and negative covenants under the Term Facilities Agreement.

2026 Secured Facilities Agreement

In October 2026, the Company, together with certain of its subsidiaries, entered into a new syndicated credit facilities agreement (the “2026 Secured Facilities Agreement”) with a consortium of financial institutions led by HSBC Bank Middle East Limited. The agreement provides for approximately $298.1 million in term loan facilities, a $5.0 million committed revolving credit facility, and $444.0 million in uncommitted working capital facilities, representing aggregate financing arrangements of approximately $747.1 million. The agreement also provides for up to $152.9 million in additional incremental facilities, subject to certain conditions.

The 2026 Secured Facilities Agreement has an overall term of three years, with scheduled term loan principal repayments commencing in April 2027. The facilities are intended to refinance existing indebtedness and provide additional financial flexibility to support the Company’s working capital requirements, capital expenditures, acquisitions and general corporate purposes. The agreement contains customary financial covenants, guarantees, security arrangements and other terms and conditions.

Short-term debt

The Company’s short-term debt obligations consist of the following (in US$ thousands):

Short-term borrowings primarily consist of financing for capital equipment and inventory purchases.

Other debt information

Scheduled principal payments of long-term debt for periods subsequent to September 30, 2026, are as follows (in US$ thousands):