ois-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 001-16337

OIL STATES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		76-0476605
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Three Allen Center, 333 Clay Street
Suite 4620		77002
Houston,	Texas	(Zip Code)
(Address of principal executive offices)

(713) 652-0582

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

OIS

New York Stock Exchange

NYSE Texas

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

As of October 23, 2026, the number of shares of common stock outstanding was 59,808,160.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	Page
Part I – FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed Consolidated Financial Statements
Unaudited Consolidated Statements of Operations			3
Unaudited Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
Unaudited Consolidated Statements of Stockholders’ Equity			6
Unaudited Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements	9	–	20

Cautionary Statement Regarding Forward-Looking Statements	21	–	22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22	–	36

Item 3. Quantitative and Qualitative Disclosures About Market Risk			37

Item 4. Controls and Procedures			37

Part II – OTHER INFORMATION

Item 1. Legal Proceedings			38

Item 1A. Risk Factors			38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			38

Item 3. Defaults Upon Senior Securities			38

Item 4. Mine Safety Disclosures			38

Item 5. Other Information			38

Item 6. Exhibits			39

Signature Page			40

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues:
Products	$	109,845	$	106,492	$	301,178	$	314,385
Services	59,919		58,688		170,608		176,139
	169,764		165,180		471,786		490,524

Costs and expenses:
Product costs	88,639		85,561		240,730		249,826
Service costs	41,435		43,085		118,884		126,837
Cost of revenues (exclusive of depreciation and amortization expense presented below)	130,074		128,646		359,614		376,663
Selling, general and administrative expense	23,994		20,756		67,145		66,267
Depreciation and amortization expense	8,046		12,128		24,296		36,051


Impairments of operating lease assets	—		—		—		1,358
Impairments of assets held for sale	—		—		1,384		—

Other operating (income) expense, net	1,315		(1,098)		(2,978)		(5,479)
	163,429		160,432		449,461		474,860
Operating income	6,335		4,748		22,325		15,664



Interest expense, net	(1,308)		(1,773)		(2,991)		(5,043)
Other income (expense), net	226		362		(2,907)		1,136
Income before income taxes	5,253		3,337		16,427		11,757
Income tax provision	(2,137)		(1,437)		(6,293)		(3,888)
Net income	$	3,116	$	1,900	$	10,134	$	7,869

Net income per share:
Basic	$	0.05	$	0.03	$	0.17	$	0.13
Diluted	0.05		0.03		0.17		0.13

Weighted average number of common shares outstanding:
Basic	58,079		57,946		58,114		59,089
Diluted	58,249		58,016		58,452		59,144

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$	3,116	$	1,900	$	10,134	$	7,869

Other comprehensive income (loss):
Currency translation adjustments	(607)		(1,300)		(1,115)		13,331


Comprehensive income	$	2,509	$	600	$	9,019	$	21,200

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)


	September 30, 2026		December 31, 2025
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	22,915	$	69,914
Accounts receivable, net	200,088		202,445
Inventories, net	220,383		183,409
Assets held for sale	14,439		17,350
Prepaid expenses and other current assets	16,712		22,173
Total current assets	474,537		495,291

Property, plant, and equipment, net	228,840		244,382
Operating lease assets, net	13,686		12,731
Goodwill, net	70,312		70,524
Other intangible assets, net	27,297		31,455
Other noncurrent assets	29,931		29,048
Total assets	$	844,603	$	883,431

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	1,617	$	53,370
Accounts payable	70,429		68,090
Accrued liabilities	36,992		38,480
Current operating lease liabilities	5,931		7,286
Income taxes payable	1,094		1,759
Deferred revenue	84,777		97,195
Total current liabilities	200,840		266,180

Long-term debt	18,423		1,670
Long-term operating lease liabilities	11,499		12,654
Deferred income taxes	5,775		5,765
Other noncurrent liabilities	24,485		23,971
Total liabilities	261,022		310,240

Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 82,119,124 shares and 80,538,758 shares issued, respectively	821		805
Additional paid-in capital	1,160,054		1,145,642
Retained earnings	174,417		164,283
Accumulated other comprehensive loss	(67,379)		(66,264)
Treasury stock, at cost, 22,306,671 and 20,882,840 shares, respectively	(684,332)		(671,275)
Total stockholders’ equity	583,581		573,191
Total liabilities and stockholders’ equity	$	844,603	$	883,431

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)


Three Months Ended September 30, 2026	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, June 30, 2026	$	821	$	1,156,353	$	171,301	$	(66,772)	$	(680,327)	$	581,376
Net income	—		—		3,116		—		—		3,116
Currency translation adjustments (excluding intercompany advances)	—		—		—		(306)		—		(306)
Currency translation adjustments on intercompany advances	—		—		—		(301)		—		(301)
Stock-based compensation expense	—		3,701		—		—		—		3,701
Issuance of stock to extinguish 4.75% convertible senior notes	—		—		—		—		—		—
Surrender of stock to settle taxes on stock awards	—		—		—		—		—		—
Stock repurchases	—		—		—		—		(4,005)		(4,005)
Balance, September 30, 2026	$	821	$	1,160,054	$	174,417	$	(67,379)	$	(684,332)	$	583,581


Nine Months Ended September 30, 2026	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, December 31, 2025	$	805	$	1,145,642	$	164,283	$	(66,264)	$	(671,275)	$	573,191
Net income	—		—		10,134		—		—		10,134
Currency translation adjustments (excluding intercompany advances)	—		—		—		(1,600)		—		(1,600)
Currency translation adjustments on intercompany advances	—		—		—		485		—		485
Stock-based compensation expense	11		8,541		—		—		—		8,552
Issuance of stock to extinguish 4.75% convertible senior notes	5		5,871		—		—		—		5,876
Surrender of stock to settle taxes on stock awards	—		—		—		—		(3,952)		(3,952)
Stock repurchases	—		—		—		—		(9,105)		(9,105)
Balance, September 30, 2026	$	821	$	1,160,054	$	174,417	$	(67,379)	$	(684,332)	$	583,581

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)


Three Months Ended September 30, 2025	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, June 30, 2025	$	806	$	1,141,788	$	279,629	$	(64,901)	$	(666,684)	$	690,638
Net income	—		—		1,900		—		—		1,900
Currency translation adjustments (excluding intercompany advances)	—		—		—		(2,661)		—		(2,661)
Currency translation adjustments on intercompany advances	—		—		—		1,361		—		1,361
Stock-based compensation expense	—		1,897		—		—		—		1,897
Surrender of stock to settle taxes on stock awards	—		—		—		—		(26)		(26)
Stock repurchases	—		—		—		—		(4,143)		(4,143)
Balance, September 30, 2025	$	806	$	1,143,685	$	281,529	$	(66,201)	$	(670,853)	$	688,966


Nine Months Ended September 30, 2025	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, December 31, 2024	$	786	$	1,137,949	$	273,660	$	(79,532)	$	(652,209)	$	680,654
Net income	—		—		7,869		—		—		7,869
Currency translation adjustments (excluding intercompany advances)	—		—		—		7,880		—		7,880
Currency translation adjustments on intercompany advances	—		—		—		5,451		—		5,451
Stock-based compensation expense	20		5,736		—		—		—		5,756
Surrender of stock to settle taxes on stock awards	—		—		—		—		(2,458)		(2,458)
Stock repurchases	—		—		—		—		(16,186)		(16,186)
Balance, September 30, 2025	$	806	$	1,143,685	$	281,529	$	(66,201)	$	(670,853)	$	688,966

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


	Nine Months Ended September 30,
	2026		2025
Cash flows from operating activities:
Net income	$	10,134	$	7,869
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense	24,296		36,051


Impairments of operating lease assets	—		1,358
Impairments of assets held for sale	1,384		—


Stock-based compensation expense	8,552		5,756
Amortization of debt issuance costs	1,528		1,235
Deferred income tax provision	291		852
Gains on disposals of assets	(5,757)		(5,455)
Losses (gains) on extinguishments of 4.75% convertible senior notes	3,594		(375)
Other, net	(2,686)		(2,192)
Changes in operating assets and liabilities:
Accounts receivable	1,295		(3,417)
Inventories	(37,539)		(5,287)
Accounts payable and accrued liabilities	(3,021)		2,692
Deferred revenue	(12,418)		20,801
Other operating assets and liabilities, net	7,503		(4,913)
Net cash flows provided by (used in) operating activities	(2,844)		54,975

Cash flows from investing activities:
Capital expenditures	(10,350)		(28,186)
Proceeds from disposition of property and equipment	855		5,416
Proceeds from disposition of assets held for sale	12,210		8,409

Other, net	(1,009)		(99)
Net cash flows provided by (used in) investing activities	1,706		(14,460)

Cash flows from financing activities:
Borrowings under credit facilities	94,268		512
Repayments of borrowings under credit facilities	(74,518)		(512)
Extinguishments of 4.75% convertible senior notes	(50,452)		(20,269)
Other debt and finance lease repayments, net	(533)		(283)
Payment of financing costs	(2,014)		(188)
Purchases of treasury stock	(9,105)		(16,186)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(3,952)		(2,458)
Net cash flows used in financing activities	(46,306)		(39,384)

Effect of exchange rate changes on cash and cash equivalents	445		558
Net change in cash and cash equivalents	(46,999)		1,689
Cash and cash equivalents, beginning of period	69,914		65,363
Cash and cash equivalents, end of period	$	22,915	$	67,052

Cash paid for:
Interest	$	2,492	$	4,033
Income taxes, net	6,658		4,648

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

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

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

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

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

2. Charges and Credits

Management has implemented certain cost reduction actions including: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; and reductions in the Company’s workforce in the United States. As a result of these and other events, actions and assessments, the Company recorded the following charges and credits during the three and nine months ended September 30, 2026 and 2025 (in thousands):


	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate		Total
Three Months Ended September 30, 2026
Loss on extinguishment of debt	$	—	$	—	$	—	$	—	$	—
Executive transition costs	—		—		—		3,338		3,338




Impairments of assets held for sale	—		—		—		—		—

Gain on disposal of facility held for sale	—		—		—		—		—
Facility consolidation, exit and other charges	—		—		—		2,176		2,176
Pre-tax totals	$	—	$	—	$	—	$	5,514	5,514
Income tax benefit									145
After-tax total									$	5,369

Nine Months Ended September 30, 2026
Loss on extinguishment of debt (Note 4)	$	—	$	—	$	—	$	3,594	$	3,594
Executive transition costs	—		—		—		4,995		4,995




Impairments of assets held for sale	—		—		—		1,384		1,384

Gain on disposal of facility held for sale	—		—		—		(4,149)		(4,149)
Facility consolidation, exit and other charges	192		—		—		6,067		6,259
Pre-tax totals	$	192	$	—	$	—	$	11,891	12,083
Income tax benefit									145
After-tax total									$	11,938


	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate		Total
Three Months Ended September 30, 2025



Impairments of operating lease assets	$	—	$	—	$	—	$	—	$	—
Losses (gains) on extinguishment of debt	—		—		—		6		6
Facility consolidation, exit and other charges	575		2,687		—		298		3,560
Pre-tax totals	$	575	$	2,687	$	—	$	304	3,566
Income tax benefit									749
After-tax total									$	2,817

Nine Months Ended September 30, 2025



Impairments of operating lease assets	$	—	$	403	$	955	$	—	$	1,358
Losses (gains) on extinguishment of debt	—		—		—		(375)		(375)
Facility consolidation, exit and other charges	848		5,393		252		298		6,791
Pre-tax totals	$	848	5,796		1,207		$	(77)	7,774
Income tax benefit									1,633
After-tax total									$	6,141

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Executive Transition

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

Long-Lived Tangible and Intangible Assets

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

3. Details of Selected Balance Sheet Accounts

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


	September 30, 2026			December 31, 2025
Accounts receivable, net:
Trade	$	113,874		$	127,607
Unbilled revenue	25,282			21,870
Contract assets	57,206			47,349
Other	5,465			8,409
Total accounts receivable	201,827			205,235
Allowance for doubtful accounts	(1,739)			(2,790)
	$	200,088		$	202,445

Allowance for doubtful accounts as a percentage of total accounts receivable	1		%	1		%


	September 30, 2026		December 31, 2025
Deferred revenue (contract liabilities)	$	84,777	$	97,195

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

For the nine months ended September 30, 2026, the $9.9 million net increase in contract assets was primarily attributable to $47.5 million in revenue recognized during the period, which was partially offset by $37.1 million transferred to accounts receivable. Deferred revenue (contract liabilities) decreased by $12.4 million in the first nine months of 2026, reflecting the recognition of $26.4 million of revenue that was deferred at the beginning of the period, partially offset by $14.0 million in new customer billings which were not recognized as revenue during the period.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following provides a summary of activity in the allowance for doubtful accounts for the nine months ended September 30, 2026 and 2025 (in thousands):


	Nine Months Ended September 30,
	2026		2025
Allowance for doubtful accounts – January 1	$	2,790	$	2,614
Provisions	369		195
Write-offs	(1,416)		(615)
Other	(4)		330
Allowance for doubtful accounts – September 30	$	1,739	$	2,524


	September 30, 2026		December 31, 2025
Inventories, net:
Finished goods and purchased products	$	101,531	$	84,572
Work in process	38,051		33,281
Raw materials	110,687		95,691
Total inventories	250,269		213,544
Allowance for excess or obsolete inventories	(29,886)		(30,135)
	$	220,383	$	183,409


			September 30, 2026			December 31, 2025
Property, plant and equipment, net:







Property, plant and equipment	$	671,565		$	666,887
Accumulated depreciation	(442,725)			(422,505)
							$	228,840	$	244,382

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


	September 30, 2026						December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	123,017	$	109,140	$	13,877	$	123,073	$	107,300	$	15,773
Patents/Technology/Know-how	68,985		61,154		7,831		68,999		59,605		9,394
Tradenames and other	46,246		40,657		5,589		47,752		41,464		6,288
	$	238,248	$	210,951	$	27,297	$	239,824	$	208,369	$	31,455

For the three months ended September 30, 2026 and 2025, amortization expense was $1.3 million and $4.0 million, respectively. Amortization expense was $4.1 million and $11.6 million for the nine months ended September 30, 2026 and 2025, respectively. During the fourth quarter of 2025, the Company assessed the carrying value of the long-lived assets of an asset group within the Downhole Technologies segment. As a result of this assessment, the segment reduced the carrying values of customer relationships by $44.7 million, patents/technology/know-how by $19.3 million and tradenames by $16.2 million. Following these fourth quarter 2025 impairments, amortization expense associated with these intangible assets in 2026 decreased from 2025 levels.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	September 30, 2026		December 31, 2025
Other noncurrent assets:
Deferred compensation plan	$	23,696	$	22,564
Deferred income taxes	1,917		2,057
Debt issuance costs, net	—		997
Other	4,318		3,430
	$	29,931	$	29,048


	September 30, 2026		December 31, 2025
Accrued liabilities:
Accrued compensation	$	20,159	$	23,573
Accrued taxes, other than income taxes	3,458		872
Insurance liabilities	2,757		2,972
Accrued commissions	2,384		2,715
Accrued interest	330		599
Other	7,904		7,749
	$	36,992	$	38,480

4. Long-term Debt

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


	September 30, 2026		December 31, 2025
Cash Flow Credit Agreement:
Revolving Credit Facility	$	—	$	—
Term Loan Facility	19,750		—
ABL Agreement	—		—
Debt issuance costs, net(1)	(1,566)		—
	18,184		—

2026 Notes	—		52,650
Other debt and finance lease obligations	1,856		2,390
Total debt	20,040		55,040
Less: Current portion	(1,617)		(53,370)
Total long-term debt	$	18,423	$	1,670

____________________

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

Credit Agreements

Cash Flow Credit Agreement

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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

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

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

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

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

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

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

ABL Agreement

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

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

2026 Notes

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

The outstanding 2026 Notes bore interest at a rate of 4.75% per year and matured on April 1, 2026. Interest was payable semi-annually in arrears on April 1 and October 1 of each year. The conversion rate was 95.3516 shares of the Company’s

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

common stock per $1,000 principal amount of the 2026 Notes (equivalent to a conversion price of $10.49 per share of common stock).

On April 1, 2026, the Company retired the outstanding $52.7 million principal amount of the 2026 Notes, with a combination of $50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million, which was excluded from financing activities within the consolidated statement of cash flows). With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of the Company’s common stock at maturity, the Company recognized a pre-tax loss of $3.6 million (reported within other income (expense), net) associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

5. Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2026 Notes as of December 31, 2025, on the accompanying consolidated balance sheets approximate their fair values.

6. Stockholders’ Equity

Common and Preferred Stock

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


															Outstanding




Shares of common stock outstanding – December 31, 2025															59,656
Restricted stock awards, net of forfeitures															1,051
Issuance of common stock to extinguish 4.75% convertible senior notes															529
Shares withheld for taxes on vesting of stock awards															(370)
Purchases of common stock															(1,054)
Shares of common stock outstanding – September 30, 2026															59,812

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

As of September 30, 2026 and December 31, 2025, the Company had 25,000,000 shares of preferred stock, $0.01 par value, authorized, with no shares issued or outstanding.

In October 2024, the Company’s Board of Directors authorized $50.0 million for repurchases of the Company’s common stock, par value $0.01 per share, which expired on October 24, 2026. During the nine months ended September 30, 2026, the Company purchased 1,053,670 shares of common stock under the program at a total cost of $9.1 million.

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

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company’s operating segments. Accumulated other comprehensive loss increased from $66.3 million at December 31, 2025 to $67.4 million at September 30, 2026. For the three and nine months ended September 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

During the nine months ended September 30, 2026, the exchange rate for the British pound weakened by 2% compared to the U.S. dollar, while the Brazilian real strengthened by 5%, contributing to other comprehensive loss of $1.1 million. During the nine months ended September 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7% and 17%, respectively, contributing to other comprehensive income of $13.3 million.

7. Income Taxes

Income tax provision for the three and nine months ended September 30, 2026 and 2025 was calculated using a discrete approach. This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate.

For the three months ended September 30, 2026, the Company’s income tax expense was $2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $5.3 million. This compares to an income tax expense of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $3.3 million for the three months ended September 30, 2025.

For the nine months ended September 30, 2026, the Company’s income tax expense was $6.3 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $16.4 million. This compares to an income tax expense of $3.9 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $11.8 million for the nine months ended September 30, 2025.

8. Net Income (Loss) Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Numerators:
Net income	$	3,116	$	1,900	$	10,134	$	7,869
Less: Income attributable to unvested restricted stock awards	(106)		(69)		(346)		(281)
Numerator for basic net income per share	3,010		1,831		9,788		7,588
Effect of dilutive securities:

Unvested restricted stock awards	—		—		1		—
Numerator for diluted net income per share	$	3,010	$	1,831	$	9,789	$	7,588

Denominators:
Weighted average number of common shares outstanding	60,166		60,182		60,213		61,213
Less: Weighted average number of unvested restricted stock awards outstanding	(2,087)		(2,236)		(2,099)		(2,124)
Denominator for basic net income per share	58,079		57,946		58,114		59,089
Effect of dilutive securities:
Shares issuable upon conversion of 2026 Notes	—		—		176		—
Performance share units	170		70		162		55
Denominator for diluted net income per share	58,249		58,016		58,452		59,144

Net income per share:
Basic	$	0.05	$	0.03	$	0.17	$	0.13
Diluted	0.05		0.03		0.17		0.13

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9. Long-Term Incentive Compensation

The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the nine months ended September 30, 2026 (in thousands):


	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2025	2,159		834
Granted	1,292		160
Vested and distributed	(1,020)		(139)
Forfeited	(380)		—
Outstanding – September 30, 2026	2,051		855
Weighted average grant date fair value (2026 awards)	$	10.32	$	9.89

The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards generally vest on a straight-line basis over a term of three years. Service-based stock unit awards (197 thousand outstanding as of September 30, 2026) vest over one year, with the underlying shares issued at a specified future date. Performance-based stock unit awards generally vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period.

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

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

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

Stock-based compensation expense recognized during the three and nine months ended September 30, 2026 totaled $3.7 million and $8.6 million, respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2025 totaled $1.9 million and $5.8 million, respectively. As of September 30, 2026, there was $12.7 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10. Segments and Related Information

The Company operates through three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Financial information by operating segment as of and for the three and nine months ended September 30, 2026 and 2025 is summarized in the following tables (in thousands).


	Three Months Ended September 30, 2026
	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate(1)		Total
Revenues	$	104,384	$	23,159	$	42,221	$	—	$	169,764

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	77,540		16,064		36,470		—		130,074
Selling, general and administrative expense	8,172		1,041		2,275		12,506		23,994
Depreciation and amortization expense	3,938		2,401		1,438		269		8,046



Impairments of assets held for sale	—		—		—		—		—
Other operating (income) expense net	(61)		123		(107)		1,360		1,315
	89,589		19,629		40,076		14,135		163,429
Operating income (loss)	$	14,795	$	3,530	$	2,145	$	(14,135)	$	6,335

Capital expenditures	$	1,410	$	1,423	$	355	$	22	$	3,210

________________

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


	Nine Months Ended September 30, 2026
	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate(1)		Total
Revenues	$	288,527	$	68,931	$	114,328	$	—	$	471,786

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	210,274		49,149		100,191		—		359,614
Selling, general and administrative expense	25,095		3,713		5,370		32,967		67,145
Depreciation and amortization expense	11,810		7,352		4,483		651		24,296



Impairments of assets held for sale	—		—		—		1,384		1,384
Other operating (income) expense, net	(1,795)		(2,220)		(153)		1,190		(2,978)
	245,384		57,994		109,891		36,192		449,461
Operating income (loss)	$	43,143	$	10,937	$	4,437	$	(36,192)	$	22,325

Capital expenditures	$	3,920	$	5,109	$	980	$	341	$	10,350
Total assets (as of September 30, 2026)	$	534,970	$	89,603	$	170,736	$	49,294	$	844,603

________________

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Three Months Ended September 30, 2025
	Offshore Manufactured Products(1)		Completion and Production Services(2)		Downhole Technologies		Corporate(3)		Total
Revenues	$	108,627	$	27,525	$	29,028	$	—	$	165,180

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	78,234		22,411		28,001		—		128,646
Selling, general and administrative expense	8,485		1,422		1,816		9,033		20,756
Depreciation and amortization expense	3,958		4,089		3,978		103		12,128


Impairments of operating lease assets	—		—		—		—		—
Other operating (income) expense, net	347		(1,345)		(100)		—		(1,098)
	91,024		26,577		33,695		9,136		160,432
Operating income (loss)	$	17,603	$	948	$	(4,667)	$	(9,136)	$	4,748

Capital expenditures	$	4,615	$	3,763	$	180	$	148	$	8,706

________________

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

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

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


	Nine Months Ended September 30, 2025
	Offshore Manufactured Products(1)		Completion and Production Services(2)		Downhole Technologies(3)		Corporate(4)		Total
Revenues	$	307,809	$	91,468	$	91,247	$	—	$	490,524

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	220,453		72,909		83,301		—		376,663
Selling, general and administrative expense	26,595		5,435		5,814		28,423		66,267
Depreciation and amortization expense	11,269		12,444		12,012		326		36,051


Impairments of operating lease assets	—		403		955		—		1,358
Other operating (income) expense, net	624		(6,051)		(52)		—		(5,479)
	258,941		85,140		102,030		28,749		474,860
Operating income (loss)	$	48,868	$	6,328	$	(10,783)	$	(28,749)	$	15,664

Capital expenditures	$	17,441	$	9,113	$	1,399	$	233	$	28,186
Total assets (as of September 30, 2025)	$	555,097	$	133,271	$	258,384	$	65,567	$	1,012,319

________________

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

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

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

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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


	Offshore Manufactured Products				Completion and Production Services				Downhole Technologies				Total
	2026		2025		2026		2025		2026		2025		2026		2025
Three Months Ended September 30
Project-driven:
Products	$	57,725	$	67,729	$	—	$	—	$	—	$	—	$	57,725	$	67,729
Services	34,594		30,172		—		—		—		—		34,594		30,172
Total project-driven	92,319		97,901		—		—		—		—		92,319		97,901
Military and other products	12,065		10,726		—		—		—		—		12,065		10,726



Short-cycle products and services	—		—		23,159		27,525		42,221		29,028		65,380		56,553
	$	104,384	$	108,627	$	23,159	$	27,525	$	42,221	$	29,028	$	169,764	$	165,180


	Offshore Manufactured Products				Completion and Production Services				Downhole Technologies				Total
	2026		2025		2026		2025		2026		2025		2026		2025
Nine Months Ended September 30
Project-driven:
Products	$	161,566	$	195,506	$	—	$	—	$	—	$	—	$	161,566	$	195,506
Services	97,724		82,503		—		—		—		—		97,724		82,503
Total project-driven	259,290		278,009		—		—		—		—		259,290		278,009
Military and other products	29,237		29,800		—		—		—		—		29,237		29,800



Short-cycle products and services	—		—		68,931		91,468		114,328		91,247		183,259		182,715
	$	288,527	$	307,809	$	68,931	$	91,468	$	114,328	$	91,247	$	471,786	$	490,524

Revenues from products and services transferred to customers over time accounted for approximately 61% and 63% of consolidated revenues for the nine months ended September 30, 2026 and 2025, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of September 30, 2026, the Company had $381 million of backlog related to contracts with an original expected duration of greater than one year. Approximately 12% of this backlog is expected to be recognized as revenue over the remainder of 2026, with an additional 37% recognized in 2027 and the balance thereafter.

11. Commitments and Contingencies

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

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

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

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

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

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

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

•the level of exploration, drilling and completion activity;

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

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

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

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

•the financial health of our customers;

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

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

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

•general global economic conditions;

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

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

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

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

•our ability to attract and retain skilled personnel;

•our ability to develop new competitive technologies and products;

•fluctuations in currency exchange rates;

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

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

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

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

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

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

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

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

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with our condensed consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and notes to those statements included in our 2025 Annual Report on Form 10-K, as amended by our 2025 Annual Report on Form 10-K/A, in order to understand factors, such as charges and credits, which may impact comparability of the selected financial data.

We provide a broad range of manufactured products and services to customers in the energy, military and industrial sectors through our Offshore Manufactured Products, Completion and Production Services and Downhole Technologies segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers’ willingness to invest capital in the exploration for and development of crude oil and natural gas reserves. Our customers’ capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, making demand for our products and services sensitive to expectations regarding future crude oil and natural gas prices, as well as economic growth, commodity demand and estimates of resource production and regulatory pressures.

Recent Developments

Brent and WTI crude oil and natural gas pricing trends were as follows:


	Average Price(1) for quarter ended								Average Price(1) for year ended December 31
Year	March 31		June 30		September 30		December 31
Brent Crude (per bbl)
2026(2)	$	80.72	$	102.63	$	96.30
2025	75.87		68.07		69.03		$	63.65	$	69.14

WTI Crude (per bbl)
2026(2)	$	72.74	$	95.65	$	87.12
2025	71.78		64.57		65.78		$	59.62	$	65.39

Henry Hub Natural Gas (per MMBtu)
2026	$	4.71	$	2.95	$	2.87
2025	4.14		3.19		3.03		$	3.73	$	3.52

________________

(1)Source: U.S. Energy Information Administration (spot prices).

(2)On October 23, 2026, the spot price per barrel of Brent and WTI crude oil closed at $128.30 and $109.72, respectively.

The spot price per barrel of Brent crude oil averaged $96 in the third quarter of 2026, an increase of $33, or 51%, from the fourth quarter of 2025 following the escalation of military actions in the Middle East in late-February 2026. Despite the increases in crude oil prices, these evolving military actions have resulted in customer delays in project awards, cost increases and supply-chain and logistical constraints in the Middle East region, which have negatively impacted demand for our products and services in the area and limited our access to and increased the price of certain raw materials and other products used in our operations during the first nine months of 2026. The conflict has also resulted in damage to crude oil refining and storage facilities and severely limited tanker access to the region, causing operators to shut in or limit crude oil production. Continuation or expansion of these military hostilities and export constraints in the Middle East will likely negatively impact our results of operations over the balance of 2026 and beyond. As a major oil producer, Iran’s involvement has heightened concerns over potential supply disruptions and transportation risks, contributing to significant volatility in global oil and natural gas prices. In particular, the restriction or cessation of maritime traffic through the Strait of Hormuz has significantly depressed the global supply of oil and natural gas, resulting in increased volatility and overall elevated prices, as well as causing overall disruptions in global commodities markets. While the ultimate impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global commodities markets has the potential to materially adversely affect our business and operations and those of our suppliers and customers. Further, in April 2026, the United Arab Emirates (“UAE”) announced that it was withdrawing from OPEC, and as a result, would no longer be subject to OPEC imposed production controls. While no other countries have yet followed the UAE in leaving OPEC, increased oil and gas production from the UAE, along with any other country that may leave OPEC, could increase global oil and gas supply, resulting in lower oil and gas prices.

In addition, the imposition of broad-based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy. These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and have increased the cost of certain products we manufacture in the United States.

We implemented certain initiatives in 2025, which have continued into 2026, to optimize our operations and improve future returns. These actions were concentrated in our U.S. land-focused service operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; the exit of previously closed facilities; and reductions in our U.S. workforce. We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, market competitiveness and management decisions. As a result of these events, actions and assessments, our reported pre-tax results for the first nine months of 2026 included $6.3 million of costs associated primarily with facility exits as well as $1.4 million in non-cash asset impairment charges.

On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for original aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility, which was available for a six-month period (the “Term Loan Facility”). The Cash Flow Credit Agreement replaced our existing asset-based credit agreement (the “ABL Agreement”). In July 2026, we borrowed $20.0 million under the Term Loan Facility, and the remaining lender commitments under the Term Loan Facility lapsed. See Note 4, “Long-Term Debt,” to the Unaudited Condensed

Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.

On April 1, 2026, we retired $52.7 million of outstanding principal of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of $50.5 million of cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million on the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

During the first nine months of 2026, we purchased 1,053,670 shares of our common stock at a total cost of $9.1 million under a Board of Director authorized stock repurchase program, which expired October 24, 2026. On October 29, 2026, our Board of Directors authorized a new $50 million common stock repurchase program, which expires in October 2028.

Overview

Current and expected future pricing for crude oil and natural gas, inflationary and tariff-driven cost increases, and expectations regarding the regulatory environment in the regions in which we operate are factors that will continue to influence our customers’ willingness to invest capital in their businesses. Expectations for the longer-term price for Brent crude oil will continue to influence our customers’ spending related to global offshore and international drilling and development and, thus, a significant portion of the activity of our Offshore Manufactured Products segment.

Crude oil and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including, but not limited to: geopolitical conflicts in the Middle East and Europe, along with associated international tensions; the moderate perceived risk of a global economic recession; the levels of domestic or international crude oil and natural gas production; technological advancements; consolidation of oil and gas producers; changes in governmental rules and regulations; sanctions; tariffs; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 90% of our Offshore Manufactured Products segment’s sales in the first nine months of 2026 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. Deepwater oil and gas development projects may also be impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a minimum of 80 million acres (if available), in the Central and Western Gulf of America Planning Areas for the next 15 years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.

Backlog reported by our Offshore Manufactured Products segment increased to $482 million as of September 30, 2026 from $435 million as of December 31, 2025. Bookings totaled $135 million in the third quarter of 2026, yielding a quarterly book-to-bill ratio of 1.3x (1.2x year-to-date). The following table sets forth backlog as of the dates indicated (in millions).


	Backlog as of
Year	March 31		June 30		September 30		December 31
2026	$	430	$	451	$	482	—
2025	357		363		399		$	435
2024	305		300		313		311

Our Completion and Production Services segment provides services in the United States (including the Gulf of America) and internationally. Over recent years, the segment has exited the majority of its U.S. land-based service operations in response to reductions in activity levels and highly competitive market conditions. The Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly crude oil prices, given the short-term, call-out nature of its operations. We primarily supply rental equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our operations.

Our Downhole Technologies segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies. Product and service offerings for this segment include innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools. This expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing. Additional offerings include frac plugs, toe valves and other elastomer products, which are focused on zonal isolation for hydraulic fracturing of horizontal wells, and a broad range of consumable products, such as setting tools and bridge plugs, that are used in completion, intervention and decommissioning applications. Hydraulic fracturing activity, and, in turn, our Downhole Technologies segment’s results, are sensitive to commodity prices, particularly WTI crude oil prices, given that lower activity may result in reduced demand for our consumable products. Demand drivers for the Downhole Technologies segment include continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.

Demand for our completion-related products and services within our Downhole Technologies segment and our Completion and Production Services segment are impacted by numerous factors, including changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the completion (“frac”) count. The following table sets forth a summary of the U.S. drilling rig count, as measured by Baker Hughes Company, as of and for the periods indicated.


	As of October 23, 2026	Average for the
		Three Months Ended September 30,		Nine Months Ended September 30,
		2026	2025	2026	2025
United States Rig Count:
Land – Oil	447	438	403	413	441
Land – Natural gas and other	142	138	121	136	110
Offshore	14	13	16	15	15
	603	589	540	564	566

The U.S. energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S. shale plays utilizing horizontal drilling and completion techniques.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In the first quarter of 2026, the U.S. Supreme Court struck down broad tariffs previously imposed through executive orders under the International Emergency Economic Powers Act of 1977 on a wide range of imported goods. In response, President Trump implemented a 10% import surcharge on a broad range of goods under Section 122 of the Trade Act of 1974, which expired on July 24, 2026 pursuant to the statute's 150-day limitation. President Trump also implemented 10% to 12.5% tariffs on imports from sixty economies under Section 301 of the Trade Act of 1974. These tariffs, effective July 24, 2026, target various categories of imports, including certain raw materials used in our operations, such as steel, aluminum and copper. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, Chinese export restrictions on tungsten-related and other products used by us, existing trade agreements, anti-dumping and countervailing duty regulations and more.

We cannot predict with certainty the duration of tariffs currently in place, the impact of any new or increased tariffs, or the impact of any retaliatory tariffs. If we encounter difficulty in procuring raw materials and component products, or if the prices we pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations would be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.

Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain and logistic disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

Human Capital

For more information on our health and safety policy and other workforce policies, please see “Part I, Item 1. Business – Human Capital” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report filed on Form 10-K/A.

Selected Financial Data

This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report on Form 10-K/A, in order to understand factors, such as charges and credits, which may impact comparability of the selected financial data.

Unaudited Consolidated Results of Operations

The following summarizes our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Variance		2026		2025		Variance
Revenues:
Products	$	109,845	$	106,492	$	3,353	$	301,178	$	314,385	$	(13,207)
Services	59,919		58,688		1,231		170,608		176,139		(5,531)
	169,764		165,180		4,584		471,786		490,524		(18,738)
Costs and expenses:
Product costs	88,639		85,561		3,078		240,730		249,826		(9,096)
Service costs	41,435		43,085		(1,650)		118,884		126,837		(7,953)
Cost of revenues (exclusive of depreciation and amortization expense presented below)	130,074		128,646		1,428		359,614		376,663		(17,049)
Selling, general and administrative expenses	23,994		20,756		3,238		67,145		66,267		878
Depreciation and amortization expense	8,046		12,128		(4,082)		24,296		36,051		(11,755)


Impairments of operating lease assets	—		—		—		—		1,358		(1,358)
Impairments of assets held for sale	—		—		—		1,384		—		1,384

Other operating income, net	1,315		(1,098)		2,413		(2,978)		(5,479)		2,501
	163,429		160,432		2,997		449,461		474,860		(25,399)
Operating income	6,335		4,748		1,587		22,325		15,664		6,661

Interest expense, net	(1,308)		(1,773)		465		(2,991)		(5,043)		2,052
Other income (expense), net	226		362		(136)		(2,907)		1,136		(4,043)
Income before income taxes	5,253		3,337		1,916		16,427		11,757		4,670
Income tax provision	(2,137)		(1,437)		(700)		(6,293)		(3,888)		(2,405)
Net income	$	3,116	$	1,900	$	1,216	$	10,134	$	7,869	$	2,265

Net income per share:
Basic	$	0.05	$	0.03			$	0.17	$	0.13
Diluted	0.05		0.03				0.17		0.13

Weighted average number of common shares outstanding:
Basic	58,079		57,946				58,114		59,089
Diluted	58,249		58,016				58,452		59,144

Unaudited Segment Results of Operations

We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three and nine months ended September 30, 2026 and 2025 is summarized below (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Variance		2026		2025		Variance
Revenues:
Offshore Manufactured Products
Project-driven:
Products	$	57,725	$	67,729	$	(10,004)	$	161,566	$	195,506	$	(33,940)
Services	34,594		30,172		4,422		97,724		82,503		15,221
	92,319		97,901		(5,582)		259,290		278,009		(18,719)
Military and other products	12,065		10,726		1,339		29,237		29,800		(563)
	104,384		108,627		(4,243)		288,527		307,809		(19,282)
Completion and Production Services	23,159		27,525		(4,366)		68,931		91,468		(22,537)
Downhole Technologies	42,221		29,028		13,193		114,328		91,247		23,081
	$	169,764	$	165,180	$	4,584	$	471,786	$	490,524	$	(18,738)

Operating income (loss):
Offshore Manufactured Products(1)	$	14,795	$	17,603	$	(2,808)	$	43,143	$	48,868	$	(5,725)
Completion and Production Services(2)	3,530		948		2,582		10,937		6,328		4,609
Downhole Technologies(3)	2,145		(4,667)		6,812		4,437		(10,783)		15,220
Corporate(4)	(14,135)		(9,136)		(4,999)		(36,192)		(28,749)		(7,443)
	$	6,335	$	4,748	$	1,587	$	22,325	$	15,664	$	6,661

_______________

(1)During the three and nine months ended September 30, 2025, we recognized charges of $0.6 million and $0.8 million, respectively, within the Offshore Manufactured Products segment, associated primarily with the consolidation and relocation of certain manufacturing and service locations.

(2)During the three and nine months ended September 30, 2025, we recognized charges of $2.7 million and $5.8 million, respectively, within the Completion and Production Services segment, associated primarily with the exit of service locations.

(3)During the nine months ended September 30, 2025, we recognized charges of $1.2 million within the Downhole Technologies segment, associated primarily with the exit of a leased facility.

(4)During the three and nine months ended September 30, 2026, we recognized: facility exit and other charges of $2.2 million and $6.1 million, respectively, primarily associated with assets held for sale; and $3.3 million and $5.0 million, respectively, of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer. Additionally, during the nine months ended September 30, 2026, we recognized a non-cash impairment charge of $1.4 million associated with assets held for sale and a $4.1 million gain associated with the sale of a previously idled facility. During the three and nine months ended September 30, 2025, we recognized severance charges of $0.3 million within Corporate operations

For further discussion of charges and credits recognized during the three and nine months ended September 30, 2026 and 2025, see Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

We reported net income for the three months ended September 30, 2026 of $3.1 million, or $0.05 per share. The reported third quarter net income included net charges of $5.5 million ($5.4 million after tax, or $0.09 per share) associated primarily with executive transition and the continued exit of U.S. land-based facilities. These results compare to net income for the three months ended September 30, 2025 of $1.9 million, or $0.03 per share, which included charges of $3.6 million ($2.8 million after tax, or $0.05 per share) associated primarily with the exit of U.S. land-based facilities and personnel reductions.

Our results of operations for the third quarter of 2026 reflect the impact of delays in capital investments by our offshore and international customers, disruptions resulting from the military conflict in Iran and management’s decisions to exit certain land-based locations and service offerings in the United States.

Revenues. Consolidated total revenues in the third quarter of 2026 increased $4.6 million, or 3%, from the third quarter of 2025 due primarily to higher customer demand for perforating and completion products partially offset by lower project-driven product sales and our exit of underperforming service offerings and facilities over the past 15 months. Excluding the impact of exited operations, consolidated revenues increased $6.9 million, or 4%, year-over-year.

Consolidated product revenues in the third quarter of 2026 increased $3.4 million, or 3%, from the third quarter of 2025, with the impact of higher customer demand for perforating and completion products substantially offset by lower project-driven product sales. Consolidated service revenues in the third quarter of 2026 increased $1.2 million, or 2%, from the third quarter of 2025, with higher project-driven service activity substantially offset by the impact of our exit of certain underperforming U.S. land-based service offerings and lower customer activity in the Middle East.

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


	Offshore Manufactured Products				Completion and Production Services				Downhole Technologies				Total
Three Months Ended September 30	2026		2025		2026		2025		2026		2025		2026		2025
Project-driven:
Products	$	57,725	$	67,729	$	—	$	—	$	—	$	—	$	57,725	$	67,729
Services	34,594		30,172		—		—		—		—		34,594		30,172
Total project-driven	92,319		97,901		—		—		—		—		92,319		97,901
Military and other products	12,065		10,726		—		—		—		—		12,065		10,726
Short-cycle:
Products	—		—		—		—		40,055		28,037		40,055		28,037
Services	—		—		23,159		27,525		2,166		991		25,325		28,516
Total short-cycle	—		—		23,159		27,525		42,221		29,028		65,380		56,553
	$	104,384	$	108,627	$	23,159	$	27,525	$	42,221	$	29,028	$	169,764	$	165,180
By destination:
Offshore and international	$	98,625	$	102,660	$	12,632	$	12,984	$	10,495	$	7,712	$	121,752	$	123,356
U.S. land	5,759		5,967		10,527		14,541		31,726		21,316		48,012		41,824
	$	104,384	$	108,627	$	23,159	$	27,525	$	42,221	$	29,028	$	169,764	$	165,180


As a percentage of total:
Offshore and international	72	%	75	%
U.S. land	28	%	25	%

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the third quarter of 2026 increased $1.4 million, or 1%, compared to the level reported in the third quarter of 2025.

Consolidated product costs in the third quarter of 2026 increased $3.1 million, or 4%, from the third quarter of 2025 due to the increase in revenues and a shift in product mix. Consolidated service costs in the third quarter of 2026 decreased $1.7 million, or 4%, from the third quarter of 2025, due primarily to strategic actions implemented in our U.S. land-based operations to improve reported results.

Selling, General and Administrative Expense. Selling, general and administrative expense was $24.0 million in the third quarter of 2026, which included $3.3 million of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer. This compares to an expense of $20.8 million in the third quarter of 2025. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion of executive transition costs.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased $4.1 million, or 34%, in the third quarter of 2026 compared to the prior-year quarter due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets held for sale within Corporate in 2026. In the third quarter of 2026, we recognized $2.2 million of costs primarily related to the continued exit of facilities offset by gains totaling $0.9 million recognized in connection with the disposal of assets held for sale. During the third quarter of 2025, we recognized gains of $1.4 million associated with the sale of assets.

Operating Income (Loss). Our consolidated operating income was $6.3 million in the third quarter of 2026, which included $3.3 million in executive transition costs and $2.2 million in charges primarily associated with the continued exit of facilities. This compares to third quarter 2025 consolidated operating income of $4.7 million, which included $3.6 million of charges associated with facility exits and other management actions. Excluding these charges, operating income increased by $3.5 million year-over-year, driven primarily by a $4.1 million decrease in depreciation and amortization expense partially offset by a $0.6 million reduction in gains on the sale of assets.

Interest Expense, Net. Net interest expense decreased $0.5 million in the third quarter of 2026, compared to the same period of 2025, driven primarily by the reduction in the level of outstanding debt.

Income Tax. For the three months ended September 30, 2026, our income tax provision was $2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $5.3 million. This compares to an income tax provision of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $3.3 million for the three months ended September 30, 2025.

Other Comprehensive Loss. Reported comprehensive income is the sum of reported net income and other comprehensive loss. Other comprehensive loss was $0.6 million in the third quarter of 2026 compared to other comprehensive loss of $1.3 million in the third quarter of 2025 due to fluctuations in currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of our operating segments. For the three months ended September 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the third quarter of 2026, the exchange rate for the British pound was flat compared to the U.S. dollar while the Brazilian real weakened compared to the U.S. dollar. In the third quarter of 2025, the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar.

Segment Operating Results

Offshore Manufactured Products

Revenues. Our Offshore Manufactured Products segment revenues decreased $4.2 million, or 4%, in the third quarter of 2026 compared to the third quarter of 2025 due to lower project-driven product sales, partially offset by the impact of a $4.4 million increase in service activity.

Operating Income. Our Offshore Manufactured Products segment reported operating income of $14.8 million in the third quarter of 2026. This compares to operating income in the third quarter of 2025 of $17.6 million. The $2.8 million decline in operating income was driven primarily by the revenue decline and an unfavorable shift in product and service mix.

Backlog. Backlog in our Offshore Manufactured Products segment totaled $482 million as of September 30, 2026, with third quarter 2026 bookings of $135 million and a quarterly book-to-bill ratio of 1.3x.

Completion and Production Services

Revenues. Our Completion and Production Services segment revenues decreased $4.4 million, or 16%, in the third quarter of 2026 compared to the prior-year period, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities and lower customer activity in the Middle East. Excluding the impact of exited operations, revenues declined $2.1 million, or 8%, year-over-year.

Operating Income. Our Completion and Production Services segment reported operating income of $3.5 million in the third quarter of 2026. This compares to operating income of $0.9 million in the third quarter of 2025, which included charges totaling $2.7 million associated primarily with the exit of service locations. Excluding these 2025 charges, the Completion and Production Services segment’s operating income declined $0.1 million from the prior-year period, with a $1.7 million reduction in depreciation and amortization expense, substantially offset by a $1.4 million reduction in gains on the sale of assets.

Downhole Technologies

Revenues. Our Downhole Technologies segment revenues increased $13.2 million, or 45%, in the third quarter of 2026 from the prior-year period, driven by higher demand for perforating and completion products – due in part to recent product introductions.

Operating Income (Loss). Our Downhole Technologies segment reported operating income of $2.1 million in the third quarter of 2026. This compares to an operating loss of $4.7 million in the third quarter of 2025. The $6.8 million year-over-year improvement was driven primarily by the reported increase in revenues and a $2.5 million reduction in depreciation and amortization expense.

Corporate

Operating Loss. Corporate expenses totaled $14.1 million in the third quarter of 2026, which included $3.3 million of executive transition costs and $1.6 million in charges associated primarily with ongoing actions to monetize assets held for sale. This compares to Corporate expenses of $9.1 million in the third quarter of 2025 which included $0.3 million of severance charges. Excluding charges, Corporate expenses were comparable to the prior-year period.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

We reported net income for the nine months ended September 30, 2026 of $10.1 million, or $0.17 per share. The reported net income included net charges of $12.1 million ($11.9 million after tax, or $0.21 per share) associated primarily with the continued exit of certain of our U.S. land-based facilities, executive transition and debt extinguishment, partially offset by a gain on facility disposal. These results compare to net income for the nine months ended September 30, 2025 of $7.9 million, or $0.13 per share, which included net charges of $7.8 million ($6.1 million after tax, or $0.10 per share) associated with the restructuring of certain of our U.S. land-based operations, facility consolidations and closures, and personnel reductions, partially offset by gains associated with debt extinguishment.

Our results of operations for the first nine months of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, delays in capital investments by our offshore and international customers, disruptions resulting from the military conflict in Iran and increased U.S. trade tariffs.

Revenues. Consolidated total revenues in the first nine months of 2026 decreased $18.7 million, or 4%, from the first nine months of 2025 driven primarily by our exit of underperforming service offerings and locations in 2025. Excluding the impact of exited operations, consolidated revenues increased $1.3 million.

Consolidated product revenues in the first nine months of 2026 decreased $13.2 million, or 4%, from the first nine months of 2025, due to lower project-driven crane, connector, drilling and valve product sales partially offset by higher perforating and completion product revenues. Consolidated service revenues in the first nine months of 2026 decreased $5.5 million, or 3%, from the first nine months of 2025. This decrease was driven by the exit of underperforming U.S. land-based service offerings and lower customer activity in the Middle East, partially offset by higher project-driven service activity. Excluding the impact of exited operations, consolidated service revenues increased $14.5 million, or 9%, year-over-year.

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


	Offshore Manufactured Products				Completion and Production Services				Downhole Technologies				Total
Nine Months Ended September 30	2026		2025		2026		2025		2026		2025		2026		2025
Project-driven:
Products	$	161,566	$	195,506	$	—	$	—	$	—	$	—	$	161,566	$	195,506
Services	97,724		82,503		—		—		—		—		97,724		82,503
Total project-driven	259,290		278,009		—		—		—		—		259,290		278,009
Military and other products	29,237		29,800		—		—		—		—		29,237		29,800
Short-cycle:
Products	—		—		—		—		110,375		89,079		110,375		89,079
Services	—		—		68,931		91,468		3,953		2,168		72,884		93,636
Total short-cycle	—		—		68,931		91,468		114,328		91,247		183,259		182,715
	$	288,527	$	307,809	$	68,931	$	91,468	$	114,328	$	91,247	$	471,786	$	490,524
By destination:
Offshore and international	$	269,636	$	287,521	$	35,832	$	37,852	$	32,551	$	23,334	$	338,019	$	348,707
U.S. land	18,891		20,288		33,099		53,616		81,777		67,913		133,767		141,817
	$	288,527	$	307,809	$	68,931	$	91,468	$	114,328	$	91,247	$	471,786	$	490,524


As a percentage of total:
Offshore and international	72	%	71	%
U.S. land	28	%	29	%

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the first nine months of 2026 decreased $17.0 million, or 5%, compared to the first nine months of 2025.

Consolidated product costs in the first nine months of 2026 decreased $9.1 million, or 4%, compared to the first nine months of 2025 due primarily to reduction in revenues. Consolidated service costs in the first nine months of 2026 decreased $8.0 million, or 6%, compared to the first nine months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.

Selling, General and Administrative Expense. Selling, general and administrative expense totaled $67.1 million in the first nine months of 2026, which compares to expense of $66.3 million in the first nine months of 2025. This year-over-year increase is primarily associated with the $5.0 million in executive transition costs recognized in 2026 partially offset by reduced personnel levels and commissions.

Depreciation and Amortization Expense. Depreciation and amortization expense in the first nine months of 2026 decreased $11.8 million, or 33%, compared to the prior-year period due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

Impairment of Operating Lease Assets. In the first nine months of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $1.4 million in connection with its exit of leased locations. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Impairment of Assets Held for Sale. During the first nine months of 2026, management made a decision to sell additional equipment, which was reclassified to assets held for sale. The carrying value of these assets held for sale were reduced to their estimated fair value, resulting in the recognition of a $1.4 million non-cash impairment charge. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets classified as held for sale within Corporate in 2026. During the first nine months of 2026, we recognized $6.3 million of costs primarily related to the continued exit of facilities. Gains recognized on the sale of assets during the first nine months of 2026 and 2025 totaled $5.7 million and $6.2 million, respectively.

Operating Income. Our consolidated operating income was $22.3 million in the first nine months of 2026, which included charges totaling $6.3 million primarily associated with the continued exit of facilities, $5.0 million of executive transition costs and $1.4 million in non-cash asset impairment charges. This compares to a consolidated operating income of $15.7 million in the first nine months of 2025, which included $1.4 million in operating lease asset impairment charges as well as charges totaling $6.8 million associated with facility consolidations and exits and other management actions. Excluding these charges, operating results improved by $11.2 million year-over-year, driven by an $11.8 million decrease in depreciation and amortization expense and implemented cost reduction measures, partially offset by the impact of the decline in revenue.

Interest Expense, Net. Net interest expense totaled $3.0 million in the first nine months of 2026, which compares to $5.0 million in the first nine months of 2025. The year-over-year decline in net interest expense was driven primarily by the 2026 reduction in the average level of debt outstanding.

Other Income (Expense), Net. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes with a combination of $50.5 million in cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the extinguishment of the 2026 Notes.

Income Tax. For the first nine months of 2026, our income tax provision was $6.3 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $16.4 million. This compares to an income tax provision of $3.9 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $11.8 million for the first nine months of 2025.

Other Comprehensive Income (Loss). Reported comprehensive income is the sum of reported net income and other comprehensive income (loss). Other comprehensive loss was $1.1 million in the first nine months of 2026 compared to other comprehensive income of $13.3 million in the first nine months of 2025 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For the first nine months of 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the first nine months of 2026, the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar. This compares to the first nine months of 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Segment Operating Results

Offshore Manufactured Products

Revenues. Our Offshore Manufactured Products segment revenues declined $19.3 million, or 6%, in the first nine months of 2026 compared to the first nine months of 2025 due primarily to lower sales of project-driven crane, connector, drilling and valve products, partially offset by a $15.2 million increase in service activity.

Operating Income. Our Offshore Manufactured Products segment reported operating income of $43.1 million in the first nine months of 2026. This compares to operating income of $48.9 million in the first nine months of 2025. The $5.7 million decline in operating income was driven primarily by the revenue decline and an unfavorable shift in sales mix.

Backlog. Backlog in our Offshore Manufactured Products segment totaled $482 million as of September 30, 2026 compared to $435 million as of December 31, 2025. Bookings during the first nine months of 2026 were $334 million, yielding a book-to-bill ratio of 1.2x.

Completion and Production Services

Revenues. Our Completion and Production Services segment revenues decreased $22.5 million, or 25%, in the first nine months of 2026 compared to the first nine months of 2025, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities. Excluding the impact of exited operations, revenues decreased $2.5 million year-over-year.

Operating Income. Our Completion and Production Services segment reported operating income of $10.9 million in the first nine months of 2026. This compares to operating income of $6.3 million in the first nine months of 2025, which included charges totaling $5.8 million primarily associated with the exit of service locations and personnel reductions. Excluding the 2025 charges, the Completion and Production Services segment’s operating results declined $1.2 million from the prior-year period, due primarily to a $5.5 million reduction in gains on the sale of assets, partially offset by a $5.1 million reduction in depreciation and amortization expense.

Downhole Technologies

Revenues. Our Downhole Technologies segment revenues increased $23.1 million, or 25%, in the first nine months of 2026 from the first nine months of 2025, driven by higher demand for perforating and completion products following our new product introductions.

Operating Income (Loss). Our Downhole Technologies segment reported an operating income of $4.4 million in the first nine months of 2026. This compares to an operating loss of $10.8 million reported in the first nine months of 2025, which included charges totaling $1.2 million primarily associated with the exit of a leased facility. Excluding the 2025 charges, the Downhole Technologies segment operating results improved $14.0 million year-over-year, driven by a $7.5 million reduction in depreciation and amortization expense and contributions from the revenue increase.

Corporate

Operating Loss. Corporate expenses totaled $36.2 million in the first nine months of 2026, which included gains of $5.0 million recognized on the sale of previously idled assets, costs totaling $6.1 million primarily associated with ongoing actions to monetize assets held for sale, $5.0 million of executive transition costs and a $1.4 million impairment of assets held for sale. This compares to Corporate expenses of $28.7 million in the first nine months of 2025, which included $0.3 million of severance charges. Excluding these items, Corporate expenses were comparable year-over-year.

Liquidity, Capital Resources and Other Matters

Our primary liquidity needs are to fund operating and capital expenditures, new product development, general working capital needs and debt repayment. In addition, capital has been used to fund share repurchases and strategic business acquisitions. Our primary sources of funds are cash on-hand, cash flow from operations and proceeds from borrowings under our Cash Flow Credit Agreement, and, less frequently, capital markets transactions and additional contributions from asset sales.

Operating Activities

Cash flows used in operations totaled $2.8 million during the first nine months of 2026, compared to $55.0 million generated by operations during the first nine months of 2025.

During the first nine months of 2026, $44.2 million was used to fund net working capital increases, primarily due to an increase in inventories and a decrease in deferred revenue, partially offset by the favorable impact of decreases in income tax and customer receivables. During the first nine months of 2025, $9.9 million was provided by net working capital decreases, which includes increases in deferred revenues, accounts payable and accrued liabilities, partially offset by the unfavorable impact of increases in inventory and accounts receivable.

Investing Activities

Net cash provided by investing activities during the first nine months of 2026 totaled $1.7 million, compared to $14.5 million used in investing activities during the first nine months of 2025, with proceeds from asset sales more than offsetting capital expenditures in 2026.

Capital expenditures totaled $10.4 million and $28.2 million during the first nine months of 2026 and 2025, respectively. These investments were offset by proceeds from the sale of property, equipment and assets held for sale of $13.1 million and $13.8 million during the first nine months of 2026 and 2025, respectively.

Financing Activities

On January 28, 2026, we entered into the Cash Flow Credit Agreement (further discussed below), which replaced our existing ABL Agreement.

During the first nine months of 2026, net cash of $46.3 million was used in financing activities, which included the use of $50.5 million in cash to retire our 2026 Notes, net borrowings of $19.8 million under our Cash Flow Credit Agreement, the purchase of 1,053,670 shares of our common stock for $9.1 million, shares added to treasury stock as a result of net share settlements associated with the vesting of stock awards and payment of financing cost related to the Cash Flow Credit Agreement. This compares to $39.4 million of cash used in financing activities during the first nine months of 2025, which included the purchase of $20.8 million principal amount of our outstanding 2026 Notes for $20.3 million in cash, the repurchase of $16.2 million of our common stock and shares added to treasury stock as a result of net share settlements associated with the vesting of stock awards.

As of September 30, 2026, we had cash and cash equivalents totaling $22.9 million, $19.8 million in borrowings outstanding under our Cash Flow Credit Agreement and other debt of $1.9 million. Our reported interest expense included amortization of debt issuance costs of $1.5 million during the first nine months of 2026. For the first nine months of 2026, our contractual cash interest expense was $2.0 million, or approximately 8% of the average principal balance of debt outstanding.

We believe that cash on-hand, cash flow from operations and borrowing capacity available under the Cash Flow Credit Agreement will be sufficient to meet our liquidity needs in the coming twelve months. If our plans or assumptions change, or are inaccurate, we may need to raise additional capital from other sources. Our ability to obtain capital to repay debt, for general liquidity needs and for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global banking and financial markets and other factors, many of which are beyond our control. For companies like ours that support the energy industry, disruptions affecting the availability of capital have in the past and may in the future negatively impact the value of our common stock and may reduce our ability to access capital in the bank and capital markets or result in such capital being available on less favorable terms, which could negatively affect our liquidity.

Stock Repurchase Program. In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 24, 2026. During the nine months ended September 30, 2026, $9.1 million in repurchases of common stock were made under this program.

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

Revolving Credit and Term Loan Facilities. On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto. This Cash Flow Credit Agreement provides for aggregate lender commitments of up to: $75.0 million under the Revolving Credit Facility and $50.0 million under the multi-draw Term Loan Facility, which was available for a six-month period. In July 2026, we borrowed $20.0 million under the Term Loan Facility and the remaining lender commitments under the Term Loan Facility lapsed. The Cash Flow Credit Agreement replaced the ABL Agreement discussed below and matures in January 2030. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.

Prior to entering into the Cash Flow Credit Agreement, our senior secured credit facility (the “ABL Agreement”) provided for a $100.0 million asset-based revolving credit facility under which credit availability was subject to a borrowing base calculation.

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

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

2026 Notes. We issued $135.0 million aggregate principal amount of the 2026 Notes pursuant to an indenture, dated as of March 19, 2021. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes, with a combination of $50.5 million of cash and the issuance of 529,428 shares of our common stock (with a fair value of $5.9 million). With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

Our total debt represented 3% and 9% of our combined total debt and stockholders’ equity as of September 30, 2026 and December 31, 2025, respectively.

Contingencies and Other Obligations. We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters.

See Note 11, “Commitments and Contingencies,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Off-Balance Sheet Arrangements. As of September 30, 2026, we had no off-balance sheet arrangements.

Critical Accounting Policies

For a discussion of the critical accounting policies and estimates that we use in the preparation of our condensed consolidated financial statements, see “Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025. These estimates require significant judgments, assumptions and estimates. We have discussed the development, selection, and disclosure of these critical accounting policies and estimates with the audit committee of our Board of Directors. There have been no material changes to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk refers to the potential losses arising from changes in interest rates, foreign currency exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility.

Our principal market risks are our exposure to changes in interest rates and foreign currency exchange rates. We enter into derivative instruments only to the extent considered necessary to meet risk management objectives and do not use derivative contracts for speculative purposes.

Interest Rate Risk. We have a revolving credit facility and a term loan facility that are subject to the risk of higher interest charges associated with increases in interest rates. As of September 30, 2026, we had $19.8 million in floating-rate obligations outstanding under our Cash Flow Credit Agreement. The use of floating-rate obligations exposes us to the risk of increased interest expense in the event of increases in short-term interest rates. If the floating interest rates increased by 1% from September 30, 2026 levels, our consolidated interest expense would increase by $0.2 million annually.

Foreign Currency Exchange Rate Risk. Our operations are conducted in various countries around the world and we receive revenue from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than the U.S. dollar, which is our functional currency, or (ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. In order to mitigate the effects of foreign currency exchange rate risks in areas outside of the United States (primarily in our Offshore Manufactured Products segment), we generally pay a portion of our expenses in local currencies and a substantial portion of our contracts provide for collections from customers in U.S. dollars. During the first nine months of 2026, our reported foreign currency exchange gains were $0.4 million and are included in “other operating (income) expense, net” in the consolidated statements of operations.

Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of our operating segments. Our accumulated other comprehensive loss increased $1.1 million from $66.3 million as of December 31, 2025 to $67.4 million as of September 30, 2026, due to changes in currency exchange rates. During the first nine months of 2026, the exchange rate for the British pound weakened by 2% compared to the U.S. dollar, while the Brazilian real strengthened by 5% compared to the U.S. dollar.

ITEM 4. Controls and Procedures

(i) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.

(ii) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The information with respect to this Item 1 is set forth under Note 11, “Commitments and Contingencies.”

ITEM 1A. Risk Factors

“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors. The risks described in such report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may materially adversely affect our business, financial conditions or future results. There have been no material changes to our risk factors as set forth in our 2025 Annual Report on Form 10-K, as amended by our 2025 Annual Report on Form 10-K/A.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

(c)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
July 1 through July 31, 2026	—	$	—	—	$	19,597,354
August 1 through August 31, 2026	240,043	8.49		240,043	17,559,115
September 1 through September 30, 2026	230,086	8.55		230,086	15,592,643
Total	470,129	$	8.52	470,129

________________

(1)Average price paid per share excludes the impact of excise taxes.

(2)In 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 24, 2026. As of September 30, 2026, $34.4 million of share repurchases have been made under this authorization. On October 29, 2026, our Board of Directors authorized a new $50.0 million common stock repurchase program, which expires in October 2028.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.

ITEM 6. Exhibits


Exhibit No.		Description

3.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on July 27, 2023 (File No. 001-16337)).

3.2	—	Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on February 17, 2023 (File No. 001-16337)).

3.3	—	Certificate of Designations of Special Preferred Voting Stock of Oil States International, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001-16337)).

10.1+	—	Amendment to Executive Agreement between Oil States International, Inc. and Lloyd A. Hajdik, effective July 9, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 13, 2026 (File No. 001-16337)).

31.1*	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1**	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934, as amended.

32.2**	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934, as amended.

101.INS*	—	XBRL Instance Document

101.SCH*	—	XBRL Taxonomy Extension Schema Document

101.CAL*	—	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*	—	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*	—	XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	—	XBRL Taxonomy Extension Presentation Linkbase Document

104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*			Filed herewith.
**			Furnished herewith.
+			Management contracts or compensatory plans or arrangements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OIL STATES INTERNATIONAL, INC.

Date:

October 30, 2026

By:

/s/ Matthew E. Autenrieth

Matthew E. Autenrieth

Executive Vice President, Chief Financial Officer and

Treasurer (Duly Authorized Officer and Principal Financial Officer)