National Energy Services Reunited Corp 10-Q for FY2026 Q3
National Energy Services Reunited Corp. (NESR)
About this 10-Q
National Energy Services Reunited Corp filed this 10-Q on November 9, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
For the nine months ended September 30, 2026, National Energy Services Reunited Corp. reported revenue of $1,430.1 million and net income of $102.2 million, versus $925.8 million and $43.3 million for the nine months ended September 30, 2025. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $504.73M
- up 70.9% from $295.32M a year earlier
- Net income
- $34.33M
- up 93.5% from net income of $17.74M a year earlier
- Diluted EPS
- $0.33
- up 83.3% from $0.18 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| 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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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 | ||
| The
|
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.
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).
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.
| Large 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 September 30, 2026, the registrant had ordinary shares outstanding.
NATIONAL ENERGY SERVICES REUNITED CORP.
FORM 10-Q
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In US$ thousands, except share data)
| Description | September 30, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable, net (Note 3) | ||||||||
| Unbilled revenue | ||||||||
| Service inventories (Note 4) | ||||||||
| Prepaid assets | ||||||||
| Retention withholdings | ||||||||
| Other receivables | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net (Note 5) | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and equity | ||||||||
| Liabilities | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Current installments of long-term debt (Note 6) | ||||||||
| Short-term borrowings (Note 6) | ||||||||
| Income taxes payable (Note 7) | ||||||||
| Other taxes payable | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt (Note 6) | ||||||||
| Deferred tax liabilities | ||||||||
| Employee benefit liabilities | ||||||||
| Non-current operating lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 8) | ||||||||
| Equity | ||||||||
| Preferred shares, | ||||||||
| Ordinary shares and additional paid-in capital, | ||||||||
| Retained income | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 3 |
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In US$ thousands, except share data and per share amounts)
| Description | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
For the three-month period ended | For the nine-month period ended | |||||||||||||||
| Description | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of services | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses (excluding Amortization) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) / income, net | ( | ) | ( | ) | ||||||||||||
| Income before income tax | ||||||||||||||||
| Income tax (expense) / benefit | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding (Note 9): | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Earnings per share (Note 9): | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 4 |
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In US$ thousands)
| Description | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
For the three-month period ended | For the nine-month period ended | |||||||||||||||
| Description | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income, net of tax | - | - | - | - | ||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||
| Total comprehensive income, net of tax | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
(In US$ thousands, except share data)
Ordinary Shares | ||||||||||||||||||||
| and Additional | Accumulated Other | |||||||||||||||||||
| Ordinary | Paid-in | Comprehensive | Retained | Total | ||||||||||||||||
| Description | Shares | Capital | Income | Income | Equity | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | | $ | $ | |||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||
| Issuance of equity-classified restricted share units | ||||||||||||||||||||
| Settlement of liability-classified share-based compensation | ||||||||||||||||||||
| Other | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||
Ordinary Shares | ||||||||||||||||||||
and Additional | Accumulated Other | |||||||||||||||||||
| Ordinary | Paid-in | Comprehensive | Retained | Total | ||||||||||||||||
| Description | Shares | Capital | Income | Income | Equity | |||||||||||||||
| Balance at December 31, 2024 | $ | $ | | $ | $ | |||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||
| Issuance of equity-classified restricted share units | ||||||||||||||||||||
| Settlement of liability-classified share-based compensation | ||||||||||||||||||||
| Warrant exchange and associated transaction costs | ( | ) | ( | ) | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
Ordinary Shares | ||||||||||||||||||||
| and Additional | Accumulated Other | |||||||||||||||||||
| Ordinary | Paid-in | Comprehensive | Retained | Total | ||||||||||||||||
| Description | Shares | Capital | Income | Income | Equity | |||||||||||||||
| Balance at June 30, 2026 | $ | $ | | $ | $ | |||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||
| Issuance of equity-classified restricted share units | ||||||||||||||||||||
| Other | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||
Ordinary Shares | ||||||||||||||||||||
and Additional | Accumulated Other | |||||||||||||||||||
| Ordinary | Paid-in | Comprehensive | Retained | Total | ||||||||||||||||
| Description | Shares | Capital | Income | Income | Equity | |||||||||||||||
| Balance at June 30, 2025 | $ | $ | | $ | $ | |||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||
| Issuance of equity-classified restricted share units | ||||||||||||||||||||
| Warrant exchange and associated transaction costs | ( | ) | ( | ) | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In US$ thousands)
| Description | September 30, 2026 | September 30, 2025 | ||||||
| For the nine-month period ended | ||||||||
| Description | September 30, 2026 | September 30, 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense | ||||||||
| (Gain) on disposal of assets | ( | ) | ( | ) | ||||
| Non-cash interest expense | ||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||
| Allowance for doubtful receivables and unbilled revenue | ||||||||
| Charges on obsolete service inventories | ||||||||
| Impairments and other charges | ||||||||
| Other operating activities, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease in unbilled revenue | ( | ) | ( | ) | ||||
| (Increase) decrease in retention withholdings | ( | ) | ||||||
| (Increase) decrease in inventories | ( | ) | ( | ) | ||||
| (Increase) decrease in prepaid assets | ( | ) | ( | ) | ||||
| (Increase) decrease in other current assets | ( | ) | ||||||
| (Increase) decrease in other long-term assets and liabilities | ( | ) | ||||||
| Increase (decrease) in accounts payable and accrued expenses | ||||||||
| Increase (decrease) in other current liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| IPM investments (Note 2) | ||||||||
| Proceeds from disposal of assets | ||||||||
| Other investing activities | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from long-term debt | ||||||||
| Repayments of long-term debt | ( | ) | ( | ) | ||||
| Proceeds from short-term borrowings | ||||||||
| Repayments of short-term borrowings | ( | ) | ( | ) | ||||
| Payments on capital leases | ( | ) | ( | ) | ||||
| Payments on seller-provided financing for capital expenditures | ( | ) | ( | ) | ||||
| Other financing activities, net | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash | ||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents, and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash, end of period (Note 2) | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 7 |
NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of National Energy Services Reunited Corp. (the “Company,” “NESR,” “we,” “our,” “us,” or similar terms) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
In the opinion of NESR management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in the accompanying financial statements. All intercompany transactions and balances have been eliminated in consolidation. All amounts are shown in thousands ($000s) of U.S. dollars, except as noted.
Operating results for the three-month and nine-month periods ended September 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The balance sheet as of December 31, 2025 has been derived from NESR’s audited financial statements for the year then ended.
For further information, refer to the Consolidated Financial Statements and related notes included in NESR’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 6, 2026.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash, cash equivalents, and restricted cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows (in US$ thousands):
SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
| September 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash – current | ||||||||
| Restricted cash – non-current | ||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||
Supplemental cash flow information
Non-cash transactions were as follows:
| ● | Purchases
of property, plant, and equipment in Accounts payable of $ | |
| ● | Purchases
of property, plant, and equipment using seller-provided installment financing of $ | |
| ● | Purchases
of property, plant, and equipment in Other current liabilities and Other liabilities of $ |
Production Management Assets
The
Company’s Integrated Production Management (“IPM”) projects are focused on developing and managing production on behalf
of the Company’s customers under long-term agreements. Under these arrangements, the Company contributes its own services and products
and, in certain cases, cash, toward the customer’s field development activities and operations. Although in certain arrangements
the Company is paid for a portion of the services or products it provides, generally the Company will not be paid at the time of providing
its services or upon delivery of its products. Instead, the Company is compensated based on cash flow generated by cash from the customer’s
wells. Revenues from IPM arrangements, which are recognized as the related production is achieved, represented
| 8 |
The
Company capitalizes its cash investments in a project as well as the direct costs associated with providing services or products for
which the Company will be compensated when the related production is achieved. These capitalized investments are amortized to the Condensed
Consolidated Statements of Operations as the related production is achieved based on the units of production method, whereby each unit
produced is assigned a pro-rata portion of the unamortized costs based on estimated total production, resulting in a matching of revenue
with the applicable costs. Amortization expense relating to these capitalized investments was $
The
unamortized portion of the Company’s investments in IPM projects was $
At
September 30, 2026, and September 30, 2025, the Company assessed whether the unamortized costs associated with these investments exceed
the present value of future cash flows from the projects, and recorded an impairment charge to Cost of Services of $
Recently issued accounting standards not yet adopted
On November 4, 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (the “ASU”), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently reviewing the impact of the adoption on the condensed consolidated financial statements.
All new accounting pronouncements that have been issued but not yet effective are currently being evaluated and, at this time, are not expected to have a material impact on our financial position or results of operations.
3. ACCOUNTS RECEIVABLE, NET
The following table summarizes the accounts receivable of the Company as of the period end dates set forth below (in US$ thousands):
SCHEDULE OF ACCOUNTS RECEIVABLE
| September 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Trade receivables | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Trade receivables relate to the sale of services, for which credit is extended based on the Company’s evaluation of the customer’s creditworthiness. The movement in the allowance for credit losses is as follows (in US$ thousands):
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS
For the three-month period ended | For the nine-month period ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Allowance for credit losses at beginning of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (Increase) decrease to allowance for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Write-off of credit losses | ||||||||||||||||
| Reclassifications | ( | ) | ( | ) | ||||||||||||
| Allowance for credit losses at end of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
4. SERVICE INVENTORIES
The following table summarizes the service inventories for the period end dates as set forth below (in US$ thousands):
SCHEDULE OF SERVICE INVENTORIES
| September 30, 2026 | December 31, 2025 | |||||||
| Spare parts and consumables | $ | $ | ||||||
| Chemicals | ||||||||
| Total | $ | $ | ||||||
| Service inventories | $ | $ | ||||||
| 9 |
5. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant and equipment, net of accumulated depreciation, of the Company consists of the following as of the period end dates set forth below (in US$ thousands):
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
Estimated Useful Lives (in years) | September 30, 2026 | December 31, 2025 | ||||||||
| As of | ||||||||||
Estimated Useful Lives (in years) | September 30, 2026 | December 31, 2025 | ||||||||
| Buildings and leasehold improvements | $ | $ | ||||||||
| Drilling rigs, plant and equipment | ||||||||||
| Office equipment (furniture and fixtures) and tools | ||||||||||
| Vehicles and cranes | ||||||||||
| Property plant and equipment, gross | 5 to 10 | |||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||
| Land | ||||||||||
| Capital work in progress | ||||||||||
| Total | $ | $ | ||||||||
The
Company recorded depreciation expense of $
6. DEBT
Long-term debt
The Company’s long-term debt obligations consist of the following (in US$ thousands):
SCHEDULE OF LONG TERM DEBT OBLIGATIONS
| September 30, 2026 | December 31, 2025 | |||||||
| Secured Term Loan | $ | $ | ||||||
| Secured Revolving Credit Facility | ||||||||
| Long-term debt obligations | ||||||||
| Less: unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Total loans and borrowings | ||||||||
| Less: current installments | ( | ) | ( | ) | ||||
| Long-term debt, net of unamortized debt issuance costs and excluding current installments | $ | $ | ||||||
2021 Secured Facilities Agreement
On
November 4, 2021, the Company entered into an $
| 10 |
Borrowings
under the Secured Term Loan incur, and prior borrowings under the Secured Revolving Credit Facility incurred, interest based on the secured
overnight financing rate (“SOFR”) for U.S. dollar-denominated borrowings or the Saudi Arabian Interbank Offered Rate (“SAIBOR”)
for Saudi Arabian Riyal borrowings plus
The
2021 Secured Facilities Agreement also includes a working capital facility (the “Working Capital Facility”) of $
Trade Finance Facilities Agreement
On
September 1, 2026, a subsidiary of the Company entered into a $
The
Trade Finance Facilities Agreement provides for variable interest rates on applicable U.S. dollar-denominated borrowings based on Term
SOFR plus contractual margins ranging from
On
September 28, 2026, the Trade Finance Facilities Agreement was amended to increase the aggregate credit limit from $
As
of September 30, 2026, the Company had utilized approximately $
On
October 1, 2026, HSBC issued an irrevocable SBLC in the amount of $
The Trade Finance Facilities Agreement contains customary affirmative and negative covenants, including financial reporting requirements, notification obligations relating to material changes in the Company’s business and operations, and restrictions on the use and disposition of pledged collateral. The agreements do not contain financial maintenance covenants based on leverage, interest coverage, or other financial ratios. As of September 30, 2026, the Company was in compliance with all affirmative and negative covenants under the Trade Finance Facilities Agreement.
$55.0 Million Term Facilities Agreement
On
September 30, 2026, the Company entered into a $
The
financing includes a
Although
the agreement was executed on September 30, 2026, the loan proceeds were not received until October 5, 2026. Accordingly, no borrowings
under the facility were outstanding as of September 30, 2026, and the funding represents a subsequent event for the third quarter of
2026. Despite the initial
2026 Secured Facilities Agreement
In October
2026, the Company, together with certain of its subsidiaries, entered into a new syndicated credit facilities agreement (the “2026
Secured Facilities Agreement”) with a consortium of financial institutions led by HSBC Bank Middle East Limited. The
agreement provides for approximately $
The 2026 Secured Facilities Agreement has an overall term of three years, with scheduled term loan principal repayments commencing in April 2027. The facilities are intended to refinance existing indebtedness and provide additional financial flexibility to support the Company’s working capital requirements, capital expenditures, acquisitions and general corporate purposes. The agreement contains customary financial covenants, guarantees, security arrangements and other terms and conditions.
| 11 |
Short-term debt
The Company’s short-term debt obligations consist of the following (in US$ thousands):
SCHEDULE OF SHORT TERM DEBT OBLIGATIONS
September 30, 2026 | December 31, 2025 | |||||||
| Other short-term borrowings from working capital facilities | $ | $ | ||||||
| Less: unamortized debt issuance costs | ||||||||
| Short-term debt, excluding current installments of long-term debt | $ | $ | ||||||
Short-term borrowings primarily consist of financing for capital equipment and inventory purchases.
Other debt information
Scheduled principal payments of long-term debt for periods subsequent to September 30, 2026, are as follows (in US$ thousands):
SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total long-term debt | $ |
7. INCOME TAXES
NESR
is a holding company incorporated in the British Virgin Islands (“BVI”), which imposes a
The
Company recorded income tax expense of $
The
recognition of an income tax benefit for the three-month period ended September 30, 2025, despite positive income before income tax,
primarily reflects adjustments to the Company’s uncertain tax positions and unrecognized tax benefits totaling $
8. COMMITMENTS AND CONTINGENCIES
Capital expenditure commitments
The
Company was committed to incur capital expenditures of $
Off Balance Sheet Arrangements
The Company evaluates its obligations under these arrangements and recognizes liabilities when a loss is probable and reasonably estimable. Management does not expect these off-balance-sheet arrangements to have a material effect on the Company’s condensed consolidated financial statements.
Letters of Credit
The
Company had outstanding letters of credit issued under the 2021 Secured Facilities Agreement totaling $
Bank Guarantees
In
the ordinary course of business, the Company enters into various off-balance-sheet guarantee arrangements with customers, vendors, and
other counterparties, including bid bonds, performance bonds, and other bank-issued guarantees. These arrangements totaled $
Other Guarantee Arrangements
Separately,
the Company maintains off-balance-sheet guarantee arrangements through a non-financial intermediary in Kuwait, primarily consisting of
bid and performance bonds issued in the ordinary course of business. The Company pays contractual margins of
Legal proceedings
In
the first quarter of 2024, the Company lost control (i.e., ceased to be the primary beneficiary) of a subsidiary in Qatar following a
judgment from a lawsuit concerning the ownership and historical profits of this entity. Neither the deconsolidation event nor any potential
losses associated with these historical profits were deemed material to the Company’s financial position or results of operations.
Subsequent to the judgment, the plaintiff initiated similar actions against other unrelated Company entities in both Qatar and the United
Arab Emirates. Based on the advice of legal counsel in each jurisdiction, the Company believes it has strong grounds to defend its positions
in both jurisdictions; however, the ultimate outcome of these proceedings cannot be determined at this time. The Company currently estimates
that a loss in the range of $
Additionally, the Company is involved in certain legal proceedings which arise in the ordinary course of business and the outcomes of which are currently subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. Consequently, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of these disputes. The Company is contesting these claims/disputes and the Company’s management currently believes that it is not required to recognize a provision because they are not probable or reasonably estimable and any impacts are not expected to have a material impact on the Company’s business, financial condition, results of operations, or liquidity.
| 12 |
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING
| Date | Transaction Detail | Change in Shares | Three-month period ended September 30, 2026, Weighted Average Ordinary Shares Outstanding | |||||||
| July 1, 2026 | Beginning Balance | |||||||||
| July 13, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 14, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 17, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 27, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 25, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| July 13, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 14, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 17, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 27, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 25, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 30, 2026 | Ending Balance | |||||||||
| Date | Transaction Detail | Change in Shares | Three-month period ended September 30, 2025, Weighted Average Ordinary Shares Outstanding | |||||||
| July 1, 2025 | Beginning Balance | |||||||||
| July 1, 2025 | Warrant exchange | |||||||||
| August 14, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 5, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 12, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 30, 2025 | Ending Balance | |||||||||
| Date | Transaction Detail | Change in Shares | Nine-month period ended September 30, 2026, Weighted Average Ordinary Shares Outstanding | |||||||
| January 1, 2026 | Beginning Balance | |||||||||
| January 15, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| January 30, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| February 25, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| March 13, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| March 13, 2026 | Settlement of liability-classified share-based compensation | |||||||||
| April, 10, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| May 20, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| July 13, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 14, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 17, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| August 27, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 11, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 25, 2026 | Equity-classified Restricted Stock Issuance | |||||||||
| September 30, 2026 | Ending Balance | |||||||||
| Date | Transaction Detail | Change in Shares | Nine-month period ended September 30, 2025, Weighted Average Ordinary Shares Outstanding | |||||||
| January 1, 2025 | Beginning Balance | |||||||||
| January 6, 2025 | Settlement of liability-classified share-based compensation | |||||||||
| February 17, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| February 27, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| March 17, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| March 18, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| April 22, 2025 | Settlement of liability-classified share-based compensation | |||||||||
| July 1, 2025 | Warrant exchange | |||||||||
| August 14, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 5, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 12, 2025 | Equity-classified Restricted Stock Issuance | |||||||||
| September 30, 2025 | Ending Balance | |||||||||
| 13 |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE
| For the three-month period ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
Net income to Ordinary Shareholders | Weighted- average ordinary shares outstanding | EPS | Net income to Ordinary Shareholders | Weighted- average ordinary shares outstanding | EPS | |||||||||||||||||||
| Basic EPS - ordinary shares | $ | $ | $ | $ | ||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||
| Antidilution sequencing - subtotal | ||||||||||||||||||||||||
| 35,540,380 warrants @ $5.75 per half share | ||||||||||||||||||||||||
| Diluted EPS - ordinary shares | $ | $ | $ | $ | ||||||||||||||||||||
| For the nine-month period ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
Net income to Ordinary Shareholders | Weighted- average ordinary shares outstanding | EPS | Net income to Ordinary Shareholders | Weighted- average ordinary shares outstanding | EPS | |||||||||||||||||||
| Basic EPS - ordinary shares | $ | $ | $ | $ | ||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||
| Antidilution sequencing - subtotal | ||||||||||||||||||||||||
| 35,540,380 warrants @ $5.75 per half share | ||||||||||||||||||||||||
| Diluted EPS - ordinary shares | $ | $ | $ | $ | ||||||||||||||||||||
The Company excluded , , and weighted-average restricted stock units from dilutive ordinary shares for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively, as they were assumed to be repurchased due to the impact of unrecognized share-based compensation cost.
10. REPORTABLE SEGMENTS
The
Company determines its operating segments using the management approach, under which its Chief Executive Officer, as the Company’s
chief operating decision maker, regularly reviews financial information to allocate resources and assess performance. The Company has
identified
The CODM uses segment revenue and segment operating income (loss) to assess segment performance and make resource allocation decisions. These decisions include the allocation of capital expenditures, equipment, personnel and other operational resources among the Company’s reportable segments. In making these decisions, the CODM considers each segment’s historical and expected financial performance, customer demand, market conditions, operational requirements and anticipated returns on investment. Resources are allocated with the objective of supporting operational requirements, pursuing growth opportunities and optimizing the Company’s overall financial performance.
| 14 |
SCHEDULE OF SEGMENT REPORTING INFORMATION
Revenue from operations
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Reportable Segment: | ||||||||||||||||
| Production Services | $ | $ | $ | $ | ||||||||||||
| Drilling and Evaluation Services | ||||||||||||||||
| Total external revenue | $ | $ | $ | $ | ||||||||||||
Long-lived assets
| (in US$ thousands) | September 30, 2026 | December 31, 2025 | ||||||
| As of | ||||||||
| (in US$ thousands) | September 30, 2026 | December 31, 2025 | ||||||
| Reportable Segment: | ||||||||
| Production Services | $ | $ | ||||||
| Drilling and Evaluation Services | ||||||||
| Total Reportable Segments | ||||||||
| Unallocated assets | ||||||||
| Total long-lived assets | $ | $ | ||||||
Unallocated assets mainly comprise buildings and leasehold improvements in the countries which support both segments in the normal course of business.
Total segment operating income
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Reportable Segment: | ||||||||||||||||
| Production Services | $ | $ | $ | $ | ||||||||||||
| Drilling and Evaluation Services | ||||||||||||||||
| Total Reportable Segments | ||||||||||||||||
| Unallocated expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating income | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) / income, net | ( | ) | ( | ) | ||||||||||||
| Income before income tax | $ | $ | $ | $ | ||||||||||||
Unallocated expenses for the three-month and nine-month periods ended September 30, 2026, and September 30, 2025, respectively, mainly include corporate selling, general, and administrative expenses (inclusive of amortization), offset in small part by a portion of these costs that are allocated to the reportable segments. As described elsewhere, corporate selling, general, and administrative expenses are primarily comprised of payroll and compensation costs for headquarters’ employees, professional and legal expenses relating to audit firms, consulting firms and legal counsel, and depreciation charges on headquarters’ offices and leasehold improvements.
| 15 |
Significant segment expenses, which represent the difference between segment revenue and pre-tax segment income, consist of the following:
SCHEDULE OF SEGMENT EXPENSES
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Production Services: | ||||||||||||||||
| Compensation | $ | $ | $ | $ | ||||||||||||
| Cost of products, materials, and supplies | ||||||||||||||||
| Transport and rental | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Drilling and Evaluation Services | ||||||||||||||||
| Compensation | $ | $ | $ | $ | ||||||||||||
| Cost of products, materials, and supplies | ||||||||||||||||
| Transport and rental | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Other segment expenses include mobilization, occupancy, professional, and other costs.
Revenue by geographic area
SCHEDULE OF SEGMENT INFORMATION BY GEOGRAPHIC AREA
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Geographic Area: | ||||||||||||||||
| Domestic (BVI) | $ | $ | $ | $ | ||||||||||||
| MENA | ||||||||||||||||
| Rest of World | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Long-lived assets by geographic area
| (in US$ thousands) | September 30, 2026 | December 31, 2025 | ||||||
| As of | ||||||||
| (in US$ thousands) | September 30, 2026 | December 31, 2025 | ||||||
| Geographic Area: | ||||||||
| Domestic (BVI) | $ | $ | ||||||
| MENA | ||||||||
| Rest of World | ||||||||
| Total long-lived assets | $ | $ | ||||||
11. SUBSEQUENT EVENTS
Declaration of Cash Dividend
On November 6, 2026, the Company’s Board of Directors declared a cash dividend of $ per ordinary share, payable on December 10, 2026, to shareholders of record as of December 3, 2026. As the dividend was declared subsequent to September 30, 2026, no liability related to the dividend was recognized in the Company’s condensed consolidated balance sheet as of September 30, 2026.
| 16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Quarterly Report”). In addition, such analysis should be read in conjunction with the audited condensed consolidated financial statements, the related notes, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). The following discussion and analysis contain forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. Please read “Cautionary Note Regarding Forward-Looking Statements” below.
National Energy Services Reunited Corp. (the “Company,” “NESR,” “we,” “our,” “us” or similar terms) is one of the largest oilfield services providers in the Middle East and North Africa (“MENA”) region. The Company’s business consists primarily of upstream and midstream oilfield services with oil and natural gas companies as customers. NESR’s revenues are primarily derived by providing production services (“Production Services”) such as hydraulic fracturing, coiled tubing, stimulation and pumping, cementing, nitrogen services, filtration services, pipelines and industrial services, production assurance, artificial lift services, completions and integrated production management. NESR also provides drilling and evaluation services (“Drilling and Evaluation Services”) such as rigs and integrated services, fishing and downhole tools, thru-tubing intervention, tubular running services, directional drilling, drilling and completion fluids, pressure control, well testing services, wireline logging services, and slickline services. NESR has significant operations throughout the MENA region including Saudi Arabia, Oman, Kuwait, United Arab Emirates, Iraq, Algeria, Egypt and Libya.
EXECUTIVE OVERVIEW
Drivers of Our Financial Condition and Results of Operations
As of the end of the three-month and nine-month periods covered by this Quarterly Report, the conflict involving the United States, Israel and Iran, and the associated volatility in Brent crude oil prices, have not had a material adverse impact on our results of operations or financial condition. Demand for our services has remained resilient, supported in large part by continued customer investment in Saudi Arabia, including the Jafurah unconventional field, as well as sustained activity in certain of our other operating locations. However, the duration, scope and ultimate trajectory of the conflict remain uncertain, and any de-escalation or further escalation of the conflict, as well as related sanctions, supply disruptions or other geopolitical developments, could materially affect commodity prices, customer capital spending, and our results of operations and financial condition in future periods. For a full discussion of the drivers of our financial condition and results of operations, see the section entitled “Drivers of Our Financial Condition and Results of Operations” in Part II, Item 7 of our 2025 Annual Report.
Key Performance Indicators
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes regarding our key performance indicators. The following table shows rig count (Source: Baker Hughes Published Rig Count Data) and oil prices (Source: U.S. Energy Information Administration - Brent – Europe) as of the dates indicated. For a full discussion of our key performance indicators, see the section entitled “Key Performance Indicators” in Part II, Item 7 of our 2025 Annual Report.
| As of | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Rig count: | ||||||||
| MENA | 508 | 565 | ||||||
| Rest of World – outside of North America | 614 | 500 | ||||||
| Total International Rig Count | 1,122 | 1,065 | ||||||
| Brent Crude (per barrel) | $ | 115.91 | $ | 61.35 | ||||
| 17 |
RESULTS OF OPERATIONS
We operate our business through two operating segments and report our results of operations through two reporting segments, Production Services and Drilling and Evaluation Services, which aggregate services performed during distinct stages of a typical life-cycle of an oil well.
Production Services. Our Production Services segment includes the results of operations from services that are generally offered and performed during the production stage of a well’s lifecycle. These services mainly include hydraulic fracturing, coiled tubing, stimulation and pumping, cementing, nitrogen services, filtration services, pipelines and industrial services, production assurance, artificial lift services, completions and integrated production management. Our Production Services accounted for 62%, 59%, 62%, and 61% of our revenues for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively.
Drilling and Evaluation Services. Our Drilling and Evaluation Services segment includes the results of operations from services that are generally offered and performed during pre-production stages of a well’s lifecycle and related mainly to the operation of oil rigs. The services mainly include rigs and integrated services, fishing and downhole tools, thru-tubing intervention, tubular running services, directional drilling, drilling and completion fluids, pressure control, well testing services, wireline logging services and slickline services. Our Drilling and Evaluation Services accounted for 38%, 41%, 38%, and 39%, of our revenues for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively.
For a full discussion of our reportable segments, see the section entitled “Business” in Part I, Item 1 of our 2025 Annual Report.
Key Components of Revenues and Expenses
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes to our key components of revenues and expenses. See the section entitled “Key Components of Revenues and Expenses” in Part II, Item 7 of our 2025 Annual Report for more information.
2026 compared to 2025
The following table presents our Condensed Consolidated Statements of Operations (Unaudited) data for the periods indicated (in US$ thousands):
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| Description | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Revenues | $ | 504,725 | $ | 295,315 | $ | 1,430,063 | $ | 925,785 | ||||||||
| Cost of services | (435,771 | ) | (259,955 | ) | (1,227,986 | (809,086 | ) | |||||||||
| Gross profit | 68,954 | 35,360 | 202,077 | 116,699 | ||||||||||||
| Selling, general and administrative expenses (excluding Amortization) | (12,573 | ) | (11,061 | ) | (35,694 | (34,981 | ) | |||||||||
| Amortization | (3,872 | ) | (4,693 | ) | (12,998 | (14,080 | ) | |||||||||
| Operating income | 52,509 | 19,606 | 153,385 | 67,638 | ||||||||||||
| Interest expense, net | (6,706 | ) | (8,128 | ) | (20,287 | (24,974 | ) | |||||||||
| Other (expense) / income, net | (2,761 | ) | 759 | (197 | ) | 2,758 | ||||||||||
| Income before income tax | 43,042 | 12,237 | 132,901 | 45,422 | ||||||||||||
| Income tax (expense) / benefit | (8,714 | ) | 5,500 | (30,729 | ) | (2,093 | ) | |||||||||
| Net income | $ | 34,328 | $ | 17,737 | $ | 102,172 | $ | 43,329 | ||||||||
Revenue. Revenue was $504.7 million for the three-month period ended September 30, 2026, compared to $295.3 million for the three-month period ended September 30, 2025, and $1,430.1 million for the nine-month period ended September 30, 2026, compared to $925.8 million for the nine-month period ended September 30, 2025.
The table below presents our revenue by segment for the periods indicated (in US$ thousands):
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Reportable Segment: | ||||||||||||||||
| Production Services | $ | 312,951 | $ | 174,443 | $ | 883,728 | $ | 567,591 | ||||||||
| Drilling and Evaluation Services | 191,774 | 120,872 | 546,335 | 358,194 | ||||||||||||
| Total revenue | $ | 504,725 | $ | 295,315 | $ | 1,430,063 | $ | 925,785 | ||||||||
| 18 |
Production Services revenue was $313.0 million for the three-month period ended September 30, 2026, compared to $174.4 million for the three-month period ended September 30, 2025, and $883.7 million for the nine-month period ended September 30, 2026, compared to $567.6 million for the nine-month period ended September 30, 2025. The change in revenue was primarily due to increased hydraulic fracturing stages in Saudi Arabia.
Drilling and Evaluation Services revenue was $191.8 million for the three-month period ended September 30, 2026, compared to $120.9 million for the three-month period ended September 30, 2025, and $546.3 million for the nine-month period ended September 30, 2026, compared to $358.2 million for the nine-month period ended September 30, 2025. The change in revenue was primarily due to increased well testing and to a lesser extent, wireline logging activity in Saudi Arabia.
Cost of services. Cost of services was $435.8 million for the three-month period ended September 30, 2026, compared to $260.0 million for the three-month period ended September 30, 2025, and $1,228.0 million for the nine-month period ended September 30, 2026, compared to $809.1 million for the nine-month period ended September 30, 2025. Cost of services as a percentage of total revenue was 86.3%, 88.8%, 85.9% and 87.4% for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively. The change in cost of services as a percentage of total revenue is mainly due to increased activity levels in the period ended September 30, 2026, as compared to the prior year period, reflecting improved cost absorption as revenue scaled. Cost of services included depreciation expense of $33.2 million, $29.0 million, $94.0 million and $87.8 million for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively.
Gross profit. Gross profit was $69.0 million for the three-month period ended September 30, 2026, compared to $35.4 million for the three-month period ended September 30, 2025, and $202.1 million for the nine-month period ended September 30, 2026, compared to $116.7 million for the nine-month period ended September 30, 2025. Gross profit as a percentage of total revenue was 13.7%, 12.0%, 14.1% and 12.6% for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively. The change in trend is described under “Revenue” and “Cost of services.”
SG&A expense. Selling, general, and administrative (“SG&A”) expense, which represents costs associated with managing and supporting our operations, was $12.6 million for the three-month period ended September 30, 2026, compared to $11.1 million for the three-month period ended September 30, 2025, and $35.7 million for the nine-month period ended September 30, 2026, compared to $35.0 million for the nine-month period ended September 30, 2025. The increases in SG&A expense for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, were primarily attributable to higher share-based compensation expense associated with awards granted in 2026. These increases were partially offset by lower costs associated with the remediation of the Company’s previously identified material weakness in internal control over financial reporting, which was fully remediated as of June 30, 2025. SG&A expense as a percentage of total revenue was 2.5%, 3.7%, 2.5% and 3.8% for the three-month period ended September 30, 2026, the three-month period ended September 30, 2025, the nine-month period ended September 30, 2026, and the nine-month period ended September 30, 2025, respectively. SG&A expense as a percentage of total revenue decreased in 2026 as compared to 2025 due to a significant increase in overall activity levels for the Company.
Amortization expense. Amortization expense was $3.9 million for the three-month period ended September 30, 2026, compared to $4.7 million for the three-month period ended September 30, 2025, and $13.0 million for the nine-month period ended September 30, 2026, compared to $14.1 million for the nine-month period ended September 30, 2025. Amortization expense is driven mainly by acquired intangible assets resulting from acquisitions.
Interest expense, net. Interest expense, net, was $6.7 million for the three-month period ended September 30, 2026, compared to $8.1 million for the three-month period ended September 30, 2025, and $20.3 million for the nine-month period ended September 30, 2026, compared to $25.0 million for the nine-month period ended September 30, 2025. Interest expense, net, decreased period-over-period, due to lower debt levels during 2026 as compared to 2025.
Other (expense) / income, net. Other (expense) / income, net, was ($2.8) million for the three-month period ended September 30, 2026, compared to $0.8 million for the three-month period ended September 30, 2025, and ($0.2) million for the nine-month period ended September 30, 2026, compared to $2.8 million for the nine-month period ended September 30, 2025. The period-over-period fluctuation in Other (expense) / income, net, was primarily attributable to a $2.9 million charge recognized during the third quarter of 2026 related to an investment accounted for under the measurement alternative prescribed by Accounting Standards Codification 321, Investments—Equity Securities.
Income tax expense. Income tax expense was $8.7 million for the three-month period ended September 30, 2026, compared to income tax (benefit) of $(5.5) million for the three-month period ended September 30, 2025, and income tax expense of $30.7 million for the nine-month period ended September 30, 2026, compared to income tax expense of $2.1 million for the nine-month period ended September 30, 2025. The recognition of an income tax benefit for the three-month period ended September 30, 2025, despite positive income before income tax, primarily reflects adjustments to the Company’s uncertain tax positions and unrecognized tax benefits totaling $9.2 million on a net basis. See Note 7, Income Taxes, to our condensed consolidated interim financial statements included in Part 1, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report.
| 19 |
Net income. Net income was $34.3 million for the three-month period ended September 30, 2026, compared to $17.7 million for the three-month period ended September 30, 2025, and $102.2 million for the nine-month period ended September 30, 2026, compared to $43.3 million for the nine-month period ended September 30, 2025.
Supplemental Segment Operating Income Discussion
| For the three-month period ended | For the nine-month period ended | |||||||||||||||
| (in US$ thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||
| Reportable Segment: | ||||||||||||||||
| Production Services | $ | 42,623 | $ | 15,578 | $ | 135,592 | $ | 58,303 | ||||||||
| Drilling and Evaluation Services | 27,682 | 16,267 | 67,567 | 53,128 | ||||||||||||
Production Services operating income was $42.6 million for the three-month period ended September 30, 2026, compared to $15.6 million for the three-month period ended September 30, 2025, and $135.6 million for the nine-month period ended September 30, 2026, compared to $58.3 million for the nine-month period ended September 30, 2025. The change in supplemental segment operating income was primarily due to increased hydraulic fracturing stages in Saudi Arabia with a significant portion of incremental revenue translating into segment operating income.
Drilling and Evaluation operating income was $27.7 million for the three-month period ended September 30, 2026, compared to $16.3 million for the three-month period ended September 30, 2025, and $67.6 million for the nine-month period ended September 30, 2026, compared to $53.1 million for the nine-month period ended September 30, 2025. The change in supplemental segment operating income was primarily due to additional well testing, and to a lesser extent, wireline logging, activity in Saudi Arabia with a share of incremental revenue contributing to segment operating income.
LIQUIDITY AND CAPITAL RESOURCES
Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources and financial flexibility to fund the requirements of our business. We had cash and cash equivalents of $106.8 million as of September 30, 2026, and $124.8 million as of December 31, 2025. Our outstanding borrowings were $267.3 million as of September 30, 2026, and $310.1 million as of December 31, 2025. Current available borrowing capacity totaled $39.5 million and $146.9 million, as of September 30, 2026, and December 31, 2025, respectively. Borrowing capacity decreased in the nine-month period ended September 30, 2026, reflecting the Company’s decision not to extend its $59.2 million Secured Revolving Credit Facility beyond February 4, 2026, given sufficient operating cash flow and liquidity, as well as a $46.6 million reduction in the Working Capital Facility following the scheduled expiration of one tranche of availability within the lender syndicate as partially offset by new commitments. In October 2026, the Company announced the funding of the 2026 Secured Facilities Agreement and $55.0 Million Term Facilities Agreement, see Note 6, Debt, to the condensed consolidated financial statements included in Part 1, Item 1, “Financial Statements,” of this Quarterly Report. We believe that our cash on hand, cash flows generated from operations, and liquidity available through our credit facilities will provide sufficient liquidity to manage our global cash needs. See “Capital Requirements” below.
Cash Flows
Cash flows provided by (used in) each type of activity were as follows for the periods presented (in US$ thousands):
| For the nine-month period ended | ||||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Cash provided by (used in): | ||||||||
| Operating Activities | $ | 201,537 | $ | 125,652 | ||||
| Investing Activities | (154,923 | ) | (106,784 | ) | ||||
| Financing Activities | (52,906 | ) | (57,141 | ) | ||||
| Effect of exchange rate changes on cash | - | - | ||||||
| Net change in cash, cash equivalents, and restricted cash | $ | (6,292 | ) | $ | (38,273 | ) | ||
| 20 |
Operating Activities
Cash flows provided by operating activities were $201.5 million for the nine-month period ended September 30, 2026, compared to cash flows provided by operating activities of $125.7 million for the nine-month period ended September 30, 2025. The difference between periods was primarily driven by higher net income.
Investing Activities
Cash flows used in investing activities were $154.9 million for the nine-month period ended September 30, 2026, compared to cash flows used in investing activities of $106.8 million for the nine-month period ended September 30, 2025. The difference between periods was primarily due to higher cash paid for capital expenditures period-over-period to support growth in our operations. Our principal recurring investing activity is the funding of capital expenditures to ensure that we have the appropriate levels and types of machinery and equipment in place to generate revenue from operations.
Financing Activities
Cash flows used in financing activities were $52.9 million for the nine-month period ended September 30, 2026, compared to cash flows used in financing activities of $57.1 million for the nine-month period ended September 30, 2025. The difference between periods was primarily attributable to lower short-term borrowings.
Credit Facilities
Our principal credit facilities and instruments outstanding or available as of September 30, 2026, are discussed in Note 6, Debt, to the condensed consolidated financial statements included in Part 1, Item 1, “Financial Statements,” of this Quarterly Report.
Capital Requirements
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes to our capital requirements. See the section entitled “Capital Requirements” in Part II, Item 7 of our 2025 Annual Report for more information.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements, including letters of credit and guarantees, are discussed in Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in Part 1, Item 1, “Financial Statements,” of this Quarterly Report.
Contractual Obligations and Commitments
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes to our contractual obligations. See the section entitled “Contractual Obligations and Commitments” in Part II, Item 7 of our 2025 Annual Report for more information. Subsequent to September 30, 2026, the Company entered into new contractual obligations and commitments which are discussed in Note 6, Debt, to the condensed consolidated financial statements included in Part 1, Item 1, “Financial Statements,” of this Quarterly Report.
Other Factors Affecting Liquidity
Shelf registration statement. On May 26, 2026, the Company filed a shelf registration statement on Form S-3 with the SEC that automatically became effective the same day. The shelf registration statement gives the Company the ability to sell the ordinary shares from time to time in one or more offerings. The specific terms, including the amount, of any ordinary shares to be sold in any such offering, if it does occur, would be described in supplemental filings with the SEC. The shelf registration statement currently provides flexibility for strategic opportunities, financing initiatives, and other corporate purposes. The shelf registration statement will expire in 2029.
Capital expenditure commitments. The Company was committed to incur capital expenditures of $61.8 million and $45.6 million at September 30, 2026, and December 31, 2025, respectively. Substantially all of the commitments outstanding as of September 30, 2026, are expected to be settled during 2026 and 2027.
Capital return program. In May 2026, the Company approved a capital return program consisting of (i) a quarterly cash dividend, anticipated to commence in the fourth quarter of 2026, at an expected rate of $0.10 per ordinary share, and (ii) authorization for the repurchase of up to $50.0 million of the Company’s ordinary shares from time to time through open market transactions, privately negotiated transactions, or otherwise, at prevailing market prices and subject to market conditions, applicable legal requirements, and liquidity considerations. On November 6, 2026, the Company’s Board of Directors declared its first quarterly cash dividend of $0.10 per ordinary share, payable on December 10, 2026, to shareholders of record as of December 3, 2026. We expect to fund dividends and share repurchases through a combination of existing cash on hand and cash flows generated from operations. These capital allocation activities will be evaluated in the context of our overall liquidity position, operating requirements and strategic priorities.
| 21 |
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes to other factors affecting our liquidity except as described above. See the section entitled “Other Factors Affecting Liquidity” in Part II, Item 7 of our 2025 Annual Report for more information.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
As of the end of the three-month and nine-month periods covered by this Quarterly Report, there have been no material changes to our critical accounting policies and estimates. See the section entitled “Critical Accounting Policies and Estimates” in Part II, Item 7 of our 2025 Annual Report for more information.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Any and all statements contained in this Quarterly Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Quarterly Report may include, without limitation, the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), expansion plans and opportunities, completion and integration of acquisitions and the assumptions underlying or relating to any such statement.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over, including the impact of the extent of any material weakness or significant deficiencies in our internal control over financial reporting. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:
| ● | Changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services; | |
| ● | Public health crises and other catastrophic events; | |
| ● | The level of capital spending by our customers; | |
| ● | Political, market, financial and regulatory risks, including those related to the geographic concentration of our operations and customers; | |
| ● | Our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us; | |
| ● | Operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance; | |
| ● | Our ability to successfully integrate acquisitions; | |
| ● | Conditions in the Middle East, including current uncertainty and instability resulting from the conflict between the United States, Israel and Iran, as well as other regional hostilities that could adversely affect our business; and | |
| ● | Other risks and uncertainties set forth in Part II, Item 1A, “Risk Factors,” included in Part I, Item 1A “Risk Factors,” in our 2025 Annual Report. |
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this Quarterly Report to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this Quarterly Report in conjunction with other documents which the Company may file or furnish from time to time with the SEC.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of our 2025 Annual Report on Form 10-K for more information. Our exposure to market risk has not changed materially since December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
No changes in our internal control over financial reporting occurred during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding Item 1 is discussed in Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in Part 1, Item 1, “Financial Statements,” of this Quarterly Report.
ITEM 1A. RISK FACTORS
As of September 30, 2026, there have been no material changes in risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
During the period covered by this Quarterly Report, we had no mine safety violations or other regulatory matters required to be disclosed pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.
ITEM 5. OTHER INFORMATION
Except
as previously disclosed, during the three months ended September 30, 2026, no director or officer of the Company
| 24 |
ITEM 6. EXHIBITS
* Filed herewith.
** Furnished herewith.
| 25 |
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.
| NATIONAL ENERGY SERVICES REUNITED CORP. | ||
| Date: November 9, 2026 | /s/ Sherif Foda | |
| Name: | Sherif Foda | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 9, 2026 | /s/ Stefan Angeli | |
| Name: | Stefan Angeli | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 26 |
Exhibit 10.1
NATIONAL ENERGY SERVICES REUNITED CORP.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is hereby granted as of [[GRANTDATE]] (the “Date of Grant”) by National Energy Services Reunited Corp., a British Virgin Islands corporation (the “Company”), to [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] (the “Participant”) pursuant to the Company’s Amended and Restated 2018 Long Term Incentive Plan (the “Plan”), and subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
By action of the Committee, and subject to the terms of the Plan, the Participant is hereby granted this Restricted Stock Unit Award (“Award”) consisting of [[SHARESGRANTED]] Restricted Stock Units (“RSUs”) corresponding to the value of an equal number of Shares of the Company’s Common Stock (the “Shares”), for no purchase price, and subject to the terms and conditions set forth in this Award Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Award Agreement, the parties agree as follows:
| 1. | Vesting. The RSUs shall become vested as provided below: |
| a. | One third of the RSUs shall become vested on each of the first, second, and third anniversaries of the Date of Grant. |
| b. | Notwithstanding the foregoing, all of the RSUs subject to this Award Agreement shall become vested: |
| i. | in the event the Participant’s employment or service is terminated by reason of the Participant’s death or Disability; or |
| ii. | in the event there is a Change in Control and the Participant’s employment or service is terminated without cause by the Company during the period ending six (6) months following the consummation of the Change in Control. |
| 2. | Forfeiture, Clawback, Restrictive Covenants. As a material condition to the grant of RSUs under this Award Agreement and the Participant’s right to vest in the RSUs, the Participant shall execute and comply with the Nondisclosure, Non-Competition, Non-Solicitation, Non-Interference and Proprietary Rights Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”). The Participant acknowledges and agrees that the Award and the opportunity to vest in the RSUs granted hereunder constitute material consideration for the Participant’s execution of and compliance with the Restrictive Covenant Agreement. |
| Page 1 of 3 |
Except as expressly set forth in this Award Agreement, any RSUs not vested as of the occurrence of any of the following events shall be forfeited immediately with no payment required to be made to the Participant in connection with the forfeiture of the unvested RSUs:
| a. | Participant’s termination of employment or service with the Company for any reason, except to the extent otherwise provided in Section 1(b); or |
| b. | A material breach (as determined by the Committee at its sole and absolute discretion) by the Participant of the Restrictive Covenant Agreement or any obligation of confidentiality, non-competition, non-solicitation, non-disparagement and/or non-interference to which the Participant is subject to pursuant to the Code of Conduct or any other policy of the Company. |
Additionally, in the event of a material breach (as determined by the Committee at its sole and absolute discretion) by the Participant of the Restrictive Covenant Agreement or any obligation of confidentiality, non-competition, non-solicitation, non-disparagement, and/or non-interference to which the Participant is subject pursuant to the Code of Conduct or any other agreement with or policy of the Company or its affiliates, the Company shall be entitled to, by delivering written notice to the Participant within three (3) months of Company becoming aware of the material breach, (a) recover from the Participant any Shares previously issued, and any cash paid, upon settlement of RSUs pursuant to this Award Agreement and/or (b) require the Participant to pay to the Company, within fifteen (15) business days of receiving recoupment notice from the Company, an amount equal to the Fair Market Value (measured as of the date of sale or transfer) of any such Shares that the Participant sold, transferred, or otherwise disposed of prior to the recoupment notice, in each case, reduced by the amount of any taxes withheld by the Company or demonstrably paid by the Participant in respect of the settlement of the RSUs to which such Shares relate, to the extent such taxes are not recoverable, refundable or creditable to the Participant.
Without limiting the Company’s rights otherwise available at law or in equity, to the extent permitted by applicable law, the Company may set off any or all amounts or other consideration payable to the Company pursuant to this Section 2 against any amounts otherwise payable by the Company to the Participant hereunder or under any other agreement between the Company and the Participant, including wages and other end of service benefits.
This Section 2 is in addition to, and not in limitation of, any forfeiture or recoupment provisions of the Plan and any clawback, recoupment or similar policy maintained by the Company from time to time, including any policy adopted to comply with the Securities Exchange Act of 1934 and the applicable listing standards of the exchange on which the Shares are listed. Nothing in this Section 2 shall limit, condition or delay the Company’s obligation to recover compensation under such policies, and the notice period, lookback period, materiality determination and tax-netting provisions of this Section 2 shall not apply to any recovery effected under those such policies. To the extent the same amount is recoverable under both this Section 2 and such other policy, the Company shall not recover such amount more than once.
Notwithstanding anything in this Section 2 to the contrary, no forfeiture, clawback, recoupment or set-off shall be effected under this Section 2 by reason of, and no conduct shall constitute a material breach where such conduct consists of, any activity that is protected under Section 8 of the Restrictive Covenant Agreement or that an employer may not contractually restrict or penalize under applicable law, including the reporting of possible violations of law to, or communication or cooperation with, any governmental agency or authority.
| 3. | Transfers. The Participant may not transfer or otherwise dispose of the RSUs. |
| Page 2 of 3 |
| 4. | Settlement. As soon as practicable following the date any RSUs become vested, the Company shall settle such vested RSUs by means of either a lump sum cash payment to the Participant in a gross amount equal to the Fair Market Value of a number of Shares equal to the number of vested RSUs being settled, or by distributing to the Participant a number of Shares equal to the number of vested RSUs being settled, as determined by the Committee at its sole and absolute discretion. In either case, payment or distribution of Shares shall be subject to appropriate arrangements being made to either deduct from any cash payment all required withholdings for federal, state and local income and wage taxes, or for the Participant to arrange to fund such required withholdings in the case of settlement by means of a distribution of Shares. |
| 5. | Administration. The RSUs subject to this Award Agreement have been granted pursuant to the Plan (https://www.sec.gov/Archives/edgar/data/1698514/000149315224028478/ex4-1.htm) and are subject to the terms and provisions thereof. All questions of interpretation and application of the Plan and this Award shall be determined by the Committee designated under the Plan, and such determination shall be final, binding, and conclusive. |
| 6. | Legends. In the event of settlement of vested RSUs by means of the issuance of Shares, certificates representing such Shares shall bear such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed under the Award Agreement, pursuant to the terms of the Plan, or by reason of applicable federal or state securities laws. |
| 7. | Status of RSUs. The RSUs subject to this Award Agreement are not intended to constitute property but are a contract pursuant to which a future payment of cash or a payment in the form of an in-kind transfer of Shares will be made following the vesting of the RSUs. The RSUs are not, therefore, subject to Code Section 83 and it is not possible to make an election under Code Section 83(b) (which is only applicable to a transfer of property that is subject to a substantial risk of forfeiture). The cash payment or distribution of Shares following vesting of the RSUs is generally a taxable payment, subject to tax withholding and income tax reporting and will be treated as ordinary compensation income to the Participant. The Participant should consult his or her tax advisors to determine the impact on him or her resulting from this Award and the vesting of the RSUs subject to this Award Agreement. |
| 8. | Notices. Any notice to be given to the Company shall be addressed to the Secretary of the Company at its principal operating office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given only when actually received by the Company. |
| 9. | Continued Service. Nothing herein contained shall affect the right of the Company to terminate the Participant’s employment or service with the Company in any capacity at any time for any reason whatsoever. |
| 10. | Dividends and Dividend Equivalents. Participant shall not be entitled to Dividends or Dividend Equivalents (as defined by sections 6.2(a) and (c), respectively, of the Plan) for any unvested RSUs. |
| ACKNOWLEDGED | |
[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] |
| Page 3 of 3 |
EXHIBIT A
NONDISCLOSURE, NON-COMPETITION, NON-SOLICITATION,
NON-INTERFERENCE AND PROPRIETARY RIGHTS AGREEMENT
This Nondisclosure, Non-Competition, Non-Solicitation, Non-Interference and Proprietary Rights Agreement (this “Agreement”) is entered into by and between National Energy Services Reunited Corp. and its subsidiaries and affiliates (collectively, the “Company”), and [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] (the “Participant”), in connection with the Participant’s [[GRANTDATE]] restricted stock unit award.
In consideration of the Participant’s employment or continued employment or service with the Company, the Participant’s equity interests in the Company, the restricted stock units granted pursuant to the Restricted Stock Unit Award Agreement dated [[GRANTDATE]] (the “Award Agreement”), the compensation now and hereafter paid to the Participant, the confidential and proprietary information regarding the Company that has been and will continue to be provided to the Participant, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Participant agrees as follows:
1. NONDISCLOSURE.
| 1.1 | Recognition of Company’s Rights; Nondisclosure. The Participant acknowledges that during their employment or service with the Company they have received and will continue to receive Proprietary Information that enables them to perform their duties and that provides substantial value to the Company. At all times during their employment or service and thereafter, the Participant will hold all Proprietary Information in strict confidence and will not, directly or indirectly, disclose, use, lecture upon, publish, copy, remove or otherwise make available any Proprietary Information except solely and exclusively as required in the proper performance of their duties for the Company or as expressly authorized in writing by the Company. The Participant will obtain the Company’s written approval before publishing or submitting for publication any material relating to their work for the Company or incorporating Proprietary Information. All Proprietary Information shall remain the sole and exclusive property of the Company and its assigns. If the Participant resigns or is terminated for any reason, the Participant agrees to immediately return all Proprietary Information, including Proprietary Information maintained by the Participant in the Participant’s office, on the Participant’s electronic devices, and/or at home. |
| 1.2 | Proprietary Information. “Proprietary Information” means any and all confidential, proprietary or non-public information, knowledge or data concerning the Company or its business, whether or not constituting a trade secret, including, without limitation: |
| (a) | trade secrets, inventions, discoveries, ideas, concepts, processes, formulas, methods, techniques, designs, improvements, developments, software, source and object code, algorithms, models, data, databases, know-how, research and technical information; |
| (b) | business plans, strategic plans, acquisition or disposition plans, budgets, forecasts, unpublished financial information, pricing, costs, margins, bids, proposals, tenders, commercial terms, contracts, marketing plans, sales strategies, customer information, prospective customer information, customer and prospective customer lists, supplier information, licensee and licensor information and other business relationships; |
| (c) | information concerning the Company’s operations, projects, products, services, technologies and plans for new or expanded products, services, markets or geographic regions; and |
| (d) | non-public information regarding employees, consultants and other service providers, including their responsibilities, skills and compensation. |
Proprietary Information does not include information that, through no breach of this Agreement or other obligation owed to the Company, becomes generally known to the public or generally known within the relevant trade or industry. Nothing herein restricts the Participant’s use of their general skill, knowledge, experience and know-how that does not constitute Proprietary Information.
| Page 1 of 9 |
| 1.3 | Third-Party Information. The Participant acknowledges that the Company receives confidential and proprietary information from customers, suppliers, partners and other third parties (“Third-Party Information”) that the Company is obligated to protect. During and after their employment or service, the Participant will maintain Third-Party Information in strict confidence and will not disclose or use such information except as necessary in performing their duties for the Company, as permitted by the Company’s obligations to the applicable third party and as required by law, any court of competent jurisdiction or any governmental agency or authority or recognized subpoena power. Third-Party Information does not include information that, through no breach of this Agreement or other obligation owed to the Company, becomes generally known to the public or generally known within the relevant trade or industry. |
| 1.4 | Prior Employers and Other Third Parties. The Participant will not improperly use or disclose confidential information or trade secrets belonging to any former employer or other third party, nor will they bring onto Company premises or systems any unpublished documents or property belonging to another person or entity in violation of any obligation owed by them. |
2. PROPRIETARY RIGHTS AND ASSIGNMENT OF INVENTIONS.
| 2.1 | Proprietary Rights. “Proprietary Rights” means all trade secret, patent, copyright, mask work and other intellectual and proprietary property rights throughout the world. |
| 2.2 | Prior Inventions. Any inventions, discoveries, developments, works or other intellectual property created by the Participant before their employment with the Company and that they desire to exclude from this Agreement shall be specifically identified on Schedule 1 attached hereto (“Prior Inventions”). If no Prior Inventions are identified on Schedule 1, the Participant represents that there are no Prior Inventions that they desire to exclude from this Agreement. The Participant will not incorporate a Prior Invention into any Company product, process, service, software, system or other work without the Company’s prior written consent. If the Participant nevertheless incorporates or permits the incorporation of a Prior Invention into a Company work, they hereby grant the Company a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up and royalty-free license, including the right to sublicense, to make, have made, use, reproduce, modify, distribute, display, perform, sell and otherwise exploit such Prior Invention in connection with the Company’s business. |
| 2.3 | Assignment of Company Inventions. Subject to Section 2.4, the Participant hereby assigns and agrees to assign to the Company all of their right, title and interest in and to any inventions, discoveries, improvements, developments, designs, works of authorship, software, processes, techniques, know-how, written materials, manuals, ideas, technology, methods, concepts, research and other work product and intellectual property, whether or not patentable or registrable, that are conceived, created, authored, developed, modified, or reduced to practice by them, either alone or jointly with others, during their employment or service with the Company and that: |
| (a) | relate to the Company’s actual or reasonably anticipated business, research or development; |
| (b) | result from work performed by the Participant for the Company; or |
| (c) | are developed using the Company’s time, materials, equipment, supplies, facilities, Proprietary Information or trade secrets. |
The foregoing are collectively referred to as “Company Inventions.”
| 2.4 | Nonassignable Inventions. The assignment obligations in Section 2.3 shall not apply to an invention or work to the extent applicable law prohibits its assignment, including an invention developed entirely on the Participant’s own time without using the Company’s time, materials, equipment, supplies, facilities, Proprietary Information or trade secrets and that neither relates to the Company’s actual or reasonably anticipated business, research or development nor results from work performed by the Participant for the Company. |
| Page 2 of 9 |
| 2.5 | Disclosure and Assistance. During the Participant’s employment or service and for a reasonable period thereafter, they will promptly disclose Company Inventions to the Company and execute such documents and provide such reasonable assistance as the Company may request to obtain, perfect, evidence, maintain or enforce the Company’s Proprietary Rights in Company Inventions. These obligations shall survive termination of the Participant’s employment or service. The Company shall reimburse the Participant’s reasonable out-of-pocket expenses incurred in providing requested assistance following termination of employment or service. |
| 2.6 | Works Made for Hire. To the extent permitted by law, all works of authorship created by the Participant within the scope of their employment or service that are protectable by copyright shall constitute “work made for hire” as the phrase is defined in the Copyright Act of 1976 (17 U.S.C. 101 et seq.). To the extent any such work does not qualify as a work made for hire, the Participant hereby assigns all right, title and interest therein to the Company. |
| 2.7 | Power of Attorney. If the Company is unable, after reasonable effort, to secure the Participant’s signature on any document needed to apply for, obtain, perfect, evidence, maintain or enforce any Proprietary Right relating to a Company Invention, the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as their agent and attorney-in-fact, coupled with an interest, to act for and on their behalf solely for such purposes to the extent permitted by applicable law. |
3. RECORDS AND COMPANY PROPERTY. All records, files, notes, memoranda, correspondence, drawings, specifications, reports, presentations, customer information, financial information, electronic data and other materials relating to the Company’s business or containing Proprietary Information, whether created by the Participant or otherwise coming into their possession, shall remain the sole property of the Company.
4. NO CONFLICTING OBLIGATION. The Participant represents that their performance of this Agreement and their duties for the Company does not and will not violate any obligation owed by them to any other person or entity. The Participant will not enter into any agreement or undertaking that conflicts with their obligations under this Agreement.
5. NON-COMPETITION, NON-SOLICITATION AND NON-INTERFERENCE.
| 5.1 | Acknowledgments. The Participant acknowledges that: |
| (a) | their position with the Company is of a special, unique and commercially sensitive nature and provides them access to significant Proprietary Information and important business relationships; |
| (b) | the Company is engaged in the business of providing oilfield services, including production services such as hydraulic fracturing, cementing, coiled tubing, filtration, completions, stimulation, pumping and nitrogen services, and drilling and evaluation services such as drilling and downhole tools, directional drilling, fishing tools, testing services, wireline, slickline, drilling fluids and rig services, together with such other products and services as the Company provides during the Participant’s employment or service (collectively, the “Business”); |
| (c) | the Company conducts the Business throughout the Middle East and North Africa (“MENA”) and Asia Pacific regions, the United States and other geographic areas and countries in which the Company conducts or has demonstrable plans to conduct the Business; |
| (d) | the Company competes with businesses providing products or services that are the same as or similar to the Business (“Competing Business”); and |
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| (e) | the restrictions contained in this Section 5 are reasonable and necessary to protect the Company’s Proprietary Information, goodwill, workforce, customer relationships and other legitimate business interests. |
For purposes of this Agreement, “Post-Employment Period” means the twelve (12)-month period immediately following termination of the Participant’s employment or service with the Company for any reason. The Post-Employment Period applicable to any covenant shall be extended by the duration of any period during which the Participant is in violation of that covenant, to the extent permitted by applicable law.
| 5.2 | Non-Competition. During the Participant’s employment or service and during the Post-Employment Period, the Participant will not, directly or indirectly, for themself or on behalf of or in conjunction with any other person or entity, own, manage, provide financing to or have a financial interest in (except as permitted with respect to pass public company interests below), operate, control, advise, participate in, consult with, render services to, become employed by or otherwise engage in the Business (in each case, the foregoing restrictions apply when the Participant’s role, activities, duties or responsibilities with respect to the Competing Business (a) are the same as or substantially similar in function, substance or effect to the duties, responsibilities or activities the Participant performed for the Company during the twelve (12) months preceding termination, without regard to title, job classification, reporting line, corporate form or the label applied to such role; or (b) involve the supervision, direction or oversight of persons performing such duties, responsibilities or activities; or (c) would reasonably be expected to involve or result in the use or disclosure of Proprietary Information or the exploitation of the Company’s goodwill or customer or supplier relationships with which the Participant was entrusted; or (d) involve the Participant providing capital, financing, credit support or a financial interest to or in a Competing Business where the Participant ‘s evaluation, structuring, deployment or monitoring of such capital, financing, credit support or interest would reasonably be expected to involve the use or disclosure of Proprietary Information): |
| (a) | within the MENA or Asia Pacific regions; |
| (b) | within any other country or geographic market in which the Participant materially performed services or had material responsibilities for the Company during the twelve (12) months preceding termination of their employment or service; or |
| (c) | within any country or geographic market in which, during the twelve (12) months preceding termination of their employment or service, the Participant had material involvement in the Company’s demonstrable plans to conduct the Business. |
Nothing herein prohibits the Participant’s passive ownership of not more than one percent (1%) of the outstanding securities of a publicly traded corporation that is a Competing Business, provided that the Participant has no active participation in its business.
| 5.3 | Non-Solicitation of Employees. During the Participant’s employment or service and during the Post-Employment Period, the Participant will not, directly or indirectly, on their own behalf or through or on behalf of another person or entity: |
| (a) | solicit, recruit, encourage, induce or attempt to induce any employee of the Company with whom the Participant worked, about whom they obtained Proprietary Information, or over whom they exercised responsibility during the twelve (12) months preceding termination of their employment or service to terminate or materially alter their employment or relationship with the Company; or |
| (b) | hire or engage any such person who was employed by the Company at any time during the final six (6) months of the Participant’s employment or service, except pursuant to a general solicitation not specifically directed at Company employees. |
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| 5.4 | Non-Solicitation and Non-Interference with Business Relationships. During the Participant’s employment or service and during the Post-Employment Period, the Participant will not, directly or indirectly, on their own behalf or on behalf of another person or entity: |
| (a) | solicit, encourage, induce or attempt to induce any customer, client, prospective customer or client, supplier, licensee, licensor, joint venture partner, strategic partner or other material business relation of the Company with whom the Participant had material contact, responsibility or involvement, or concerning whom they obtained Proprietary Information during the twelve (12) months preceding termination of their employment or service, to cease, reduce, adversely modify or refrain from commencing business with the Company; |
| (b) | divert or attempt to divert from the Company any business or business opportunity involving the Business with any such person or entity; or |
| (c) | otherwise intentionally interfere with or disrupt the Company’s relationship with any such person or entity in connection with the Business. |
For avoidance of doubt, this Section 5.4 does not prohibit ordinary social or professional contact that does not involve conduct otherwise prohibited by this Section.
| 5.5 | Non-Disparagement. Subject to Section 8, during the Participant’s employment or service and thereafter, the Participant agrees not to disparage, damage or defame in any manner, whether directly or indirectly, the Company, its affiliates, officers, directors, managers, owners, representatives, employees, products or services for any reason. Notwithstanding the foregoing, nothing in this Section 5.5 prohibits the Participant from making any truthful statement to the extent necessary with respect to the enforcement of the terms of the Participant’s employment or service or the enforcement of this Agreement in the ordinary course. |
| 5.6 | Notice of New Employment. During the Post-Employment Period, the Participant will provide the Company written notice within ten (10) days after accepting employment or an engagement with another employer or service recipient identifying the new employer or service recipient and the Participant’s position or general responsibilities. The Participant authorizes the Company, in its discretion, to notify such employer or service recipient of their obligations under this Agreement and to provide it with a copy of this Agreement. |
| 5.7 | Reasonableness of Restrictions. The Participant acknowledges that the restrictions in this Section 5 are fair and reasonable, are reasonably required for the protection of the Company’s legitimate business interests, and are a material inducement and condition to the Company’s grant of the Award. The Participant further acknowledges that they will reasonably be able to earn a living without violating these restrictions. |
6. RETURN OF COMPANY DOCUMENTS AND PROPERTY. Upon termination of the Participant’s employment or service for any reason, or earlier upon request of the Company, the Participant will immediately return all Company documents, records, equipment, electronic devices, identification and access credentials, credit cards, files, data and other property in their possession or control, including all copies thereof. The Participant will reasonably cooperate with the Company in confirming that Company information has been removed from any personal device, account or storage location, subject to applicable law and any applicable preservation obligation.
7. LEGAL AND EQUITABLE REMEDIES. The Participant acknowledges that a breach or threatened breach of this Agreement may cause the Company irreparable injury for which monetary damages may not provide an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity and the forfeiture and clawback provisions of the Award Agreement, the Company shall be entitled, to the extent permitted by law, to seek temporary, preliminary and permanent injunctive relief and specific performance to enforce this Agreement without the necessity of proving actual damages or posting bond except to the extent required by applicable law.
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8. PROTECTED DISCLOSURES; TRADE SECRET IMMUNITY.
Nothing in this Agreement (including Section 1 and Section 5.5) prohibits or restricts the Participant or is intended to prohibit or restrict the Participant from reporting possible violations of law to, communicating with, providing information to, filing a charge or complaint with, or participating or cooperating in an investigation or proceeding conducted by any federal, state, local or other governmental agency or authority, or disclosing this Agreement to any governmental agency in connection therewith. The Participant is not required to obtain the Company’s authorization before making any such report or disclosure or to notify the Company that they have done so, and nothing herein limits any right the Participant may have to receive an award or any other payment the Participant may become entitled to from a governmental authority. The Company will comply with applicable anti-retaliation law.
Further, Participant hereby acknowledges that nothing contained in this Agreement prohibits or prevents the Participant from, or places limitations or restrictions on the Participant or is intended to prohibit or prevent the Participant from, or place limitations or restrictions on the Participant: (a) filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any government agency (such as the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board, and the U.S. Securities and Exchange Commission (the “SEC”)), including communicating directly with the SEC staff about possible securities law violations; (b) making truthful statements or disclosures about alleged unlawful employment practices, retaliation, wage and hour violations or workplace discrimination, harassment, sexual harassment or assault, or any other law that is enforced by the EEOC or similar state agency; or (c) making any disclosure or statement that an employer may not contractually prohibit an employee from making under applicable law, including under Section 7 of the National Labor Relations Act, or any applicable state law.
Notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, the Participant is hereby notified that, pursuant to Section 7 of the Defend Trade Secrets Act, the Participant cannot be held criminally or civilly liable under federal or state trade secret law for a disclosure of a trade secret that is made in confidence to a federal, state or local government official, directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding, in each case as provided by applicable law. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
9. GENERAL PROVISIONS.
| 9.1 | Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. To the extent permitted by applicable law, the parties consent to the exclusive jurisdiction of the state courts located in Harris County, Texas and the federal courts located in the Southern District of Texas for any action arising out of or relating to this Agreement. |
| 9.2 | Severability and Reformation. It is the intention of the parties that this Agreement shall be enforceable to the fullest extent permitted by applicable law. If any provision of this Agreement is determined to be invalid, illegal, unenforceable or excessively broad as to duration, geographic scope, activity or subject matter, such provision shall, to the maximum extent permitted by applicable law, be construed, modified, limited or reformed so as to be enforceable to the maximum extent permitted by law. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions. |
| 9.3 | Successors and Assigns. This Agreement shall be binding upon the Participant and their heirs, executors, administrators and legal representatives and shall inure to the benefit of the Company and its successors and assigns. The Company may assign this Agreement to any parent, subsidiary, affiliate, successor or purchaser of all or substantially all of the applicable business or assets of the Company. |
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| 9.4 | Survival. Sections 1, 2, 3, 5, 6, 7, 8 and 9 shall survive termination of the Participant’s employment or service in accordance with their respective terms. |
| 9.5 | Employment. Nothing in this Agreement creates a contract of employment for any specified period or otherwise alters the terms on which the Participant’s employment or service may be terminated. |
| 9.6 | Waiver. No failure or delay by the Company in enforcing any provision of this Agreement shall constitute a waiver of that provision or any other provision nor shall it prevent subsequent enforcement of such provision upon default by the Participant. Any waiver must be in writing and signed by an authorized representative of the Company. |
| 9.7 | Entire Agreement; Amendment. This Agreement and the Award Agreement constitute the agreement of the parties with respect to the subject matter addressed herein and supplement, without limiting, any other confidentiality, trade secret, intellectual property, fiduciary or restrictive covenant obligations otherwise applicable to the Participant except to the extent expressly stated herein. No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. |
| 9.8 | Relationship to Award Agreement. The Participant acknowledges that this Agreement is a material condition of the Award Agreement and that the Company would not have granted the RSUs subject to the Award Agreement absent the Participant’s execution of this Agreement. A material breach of this Agreement shall constitute a breach of the Award Agreement and shall subject the Participant to the forfeiture, clawback and other remedies provided in the Award Agreement, in addition to all remedies available to the Company under this Agreement or applicable law. Nothing in this Agreement shall be construed to modify the vesting schedule or other economic terms of the Award Agreement except as expressly provided therein. |
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ACKNOWLEDGMENT
THE PARTICIPANT ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT CAREFULLY, UNDERSTANDS ITS TERMS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF THEIR CHOOSING, AND AGREE TO BE BOUND BY ITS TERMS.
PARTICIPANT |
||
| [[SIGNATURE]] | ||
| [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] | ||
| Date: | [[DATE]] | |
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SCHEDULE 1
PRIOR INVENTIONS
The following is a complete list of all Prior Inventions that the Participant desires to exclude from the operation of this Agreement:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
If no items are identified above, the Participant represents that there are no Prior Inventions to be excluded.
| [[SIGNATURE]] | ||
| [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]] | ||
| Date: | [[DATE]] | |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Sherif Foda, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of National Energy Services Reunited Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; | |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: November 9, 2026 | ||
| By: | /s/ Sherif Foda | |
| Name: | Sherif Foda | |
| Title: | Chief Executive Officer | |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Stefan Angeli, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of National Energy Services Reunited Corp.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; | |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: November 9, 2026 | ||
| By: | /s/ Stefan Angeli | |
| Name: | Stefan Angeli | |
| Title: | Chief Financial Officer | |
Exhibit 32.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of National Energy Services Reunited Corp. (the “Company”) for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sherif Foda, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 9, 2026 | ||
| By: | /s/ Sherif Foda | |
| Name: | Sherif Foda | |
| Title: | Chief Executive Officer | |
Exhibit 32.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of National Energy Services Reunited Corp. (the “Company”) for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stefan Angeli, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 9, 2026 | ||
| By: | /s/ Stefan Angeli | |
| Name: | Stefan Angeli | |
| Title: | Chief Financial Officer | |