ois-20260709

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

Form 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2026

Oil States International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-16337

76-0476605

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

Registrant's telephone number, including area code: (713) 652-0582

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

OIS

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2026, Oil States International, Inc. (the “Company”) and Mr. Lloyd A. Hajdik, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to his Executive Agreement originally effective as of December 9, 2013 (as amended, the “Executive Agreement”), which restructures the calculation of severance benefits payable upon certain qualifying termination events. All other terms of the Executive Agreement remain in full force and effect.

Under the Amendment, if Mr. Hajdik is terminated by the Company without “Cause” or resigns for “Good Reason” (each as defined in the Executive Agreement) within twenty-four (24) months following a “Change of Control” (as defined in the Executive Agreement), Mr. Hajdik will be entitled to receive a lump sum severance payment equal to 3.0 times the sum of his Termination Base Salary and Target AICP (each as defined in the Executive Agreement). If the Company terminates Mr. Hajdik’s employment without Cause outside of the twenty-four (24) month period following a Change of Control, Mr. Hajdik would be entitled to receive a lump sum severance payment equal to 1.5 times the sum of his Termination Base Salary and Target AICP.

The foregoing description of the Amendment to Executive Agreement is only a summary and is qualified in its entirety by the terms of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


10.1			Amendment to Executive Agreement between Oil States International, Inc. and Lloyd A. Hajdik, effective July 9, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

OIL STATES INTERNATIONAL, INC.

(Registrant)

Date:

July 9, 2026

By:

/s/ LLOYD A. HAJDIK

Lloyd A. Hajdik

President and Chief Executive Officer

EXHIBIT 10.1

AMENDMENT TO EXECUTIVE AGREEMENT

THIS AMENDMENT TO EXECUTIVE AGREEMENT (“Amendment”), dated effective as of July 9, 2026, (the “Effective Date”), is made by and between Oil States International, Inc., a Delaware corporation (the “Company”), and Lloyd A. Hajdik (“Executive”).

WHEREAS, the Company and Executive have heretofore entered into that certain Executive Agreement, dated as of December 9, 2013 (the “Agreement”); and

WHEREAS, the Company and Executive desire to amend the Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and Executive hereby agree, effective as of the Effective Date, that the Agreement shall be amended as hereafter provided:

1.Section 4(A) of the Agreement shall be deleted, and the following shall be substituted therefor:

“Within 15 days of the expiration of the sixty-day period following the termination of Executive’s employment with the Company (during which time Executive complies with the requirements of Section 13 hereof by executing a general release), the Company shall pay to Executive in a lump sum, in cash, an amount equal to one and one-half (1.5) times the sum of Executive’s (i) Termination Base Salary and (ii) Target AICP.”

2.Section 5(A) of the Agreement shall be deleted, and the following shall be substituted therefor:

“Within 15 days of the expiration of the sixty-day period following the termination of Executive’s employment with the Company (during which time Executive complies with the requirements of Section 13 hereof by executing a general release), the Company shall pay to Executive in a lump sum, in cash, an amount equal to three (3.0) times the sum of Executive’s (i) Termination Base Salary and (ii) Target AICP.”

3.This Amendment shall supersede any prior agreement between the Company and Executive relating to the subject matter of this Amendment and shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under Executive.

4.As amended hereby, the Agreement is specifically ratified and reaffirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, effective as of the Effective Date.


			EXECUTIVE:

			/s/ Lloyd A. Hajdik
			Lloyd A. Hajdik

			OIL STATES INTERNATIONAL, INC.

			By:			/s/ William E. Maxwell
			Name:			William E. Maxwell
			Title:			VP-Legal and Corp Secretary