Oil States International, Inc 10-Q for FY2026 Q2
Oil States International, Inc (OIS)
10-Q
2026-07-30
For: 2026-06-30
View Original
Added on
July 30, 2026
About this 10-Q
Oil States International, Inc filed this 10-Q on July 30, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $156.66M
- down 5.3% from $165.41M a year earlier
- Net income
- $5.91M
- up 110.2% from net income of $2.81M a year earlier
- Diluted EPS
- $0.10
- up 100.0% from $0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
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: 001-16337
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
(713 ) 652-0582
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
NYSE Texas | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| 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 July 24, 2026, the number of shares of common stock outstanding was 60,322,619 .
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | |||||||||||
| Part I – FINANCIAL INFORMATION | |||||||||||
| Item 1. Financial Statements: | |||||||||||
| Condensed Consolidated Financial Statements | |||||||||||
| Unaudited Consolidated Statements of Operations | |||||||||||
Unaudited Consolidated Statements of Comprehensive Income | |||||||||||
| Consolidated Balance Sheets | |||||||||||
| Unaudited Consolidated Statements of Stockholders’ Equity | |||||||||||
| Unaudited Consolidated Statements of Cash Flows | |||||||||||
| Notes to Unaudited Condensed Consolidated Financial Statements | – | ||||||||||
| Cautionary Statement Regarding Forward-Looking Statements | – | ||||||||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | – | ||||||||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||||||||
| Item 4. Controls and Procedures | |||||||||||
| Part II – OTHER INFORMATION | |||||||||||
| Item 1. Legal Proceedings | |||||||||||
| Item 1A. Risk Factors | |||||||||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||||
| Item 3. Defaults Upon Senior Securities | |||||||||||
| Item 4. Mine Safety Disclosures | |||||||||||
| Item 5. Other Information | |||||||||||
| Item 6. Exhibits | |||||||||||
| Signature Page | |||||||||||
2
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Product costs | |||||||||||||||||||||||||||||
| Service costs | |||||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | |||||||||||||||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||||||||||||||
| Other operating income, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Currency translation adjustments | ( | ||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Assets held for sale | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets, net | |||||||||||
| Goodwill, net | |||||||||||
| Other intangible assets, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Current operating lease liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
5
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
| Three Months Ended June 30, 2026 | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments (excluding intercompany advances) | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments on intercompany advances | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
Issuance of stock to extinguish | — | — | — | ||||||||||||||||||||||||||||||||
| Surrender of stock to settle taxes on stock awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders' Equity | |||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments (excluding intercompany advances) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Currency translation adjustments on intercompany advances | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
Issuance of stock to extinguish | — | — | — | ||||||||||||||||||||||||||||||||
| Surrender of stock to settle taxes on stock awards | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
6
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
| Three Months Ended June 30, 2025 | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments (excluding intercompany advances) | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments on intercompany advances | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
| Surrender of stock to settle taxes on stock awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments (excluding intercompany advances) | — | — | — | — | |||||||||||||||||||||||||||||||
| Currency translation adjustments on intercompany advances | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
| Surrender of stock to settle taxes on stock awards | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
7
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
Net income | $ | $ | |||||||||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Impairments of operating lease assets | |||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||
| Deferred income tax provision (benefit) | ( | ||||||||||||||||
| Gains on disposals of assets | ( | ( | |||||||||||||||
Losses (gains) on extinguishments of | ( | ||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | |||||||||||||||||
| Inventories | ( | ||||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||||||||
| Deferred revenue | ( | ( | |||||||||||||||
| Other operating assets and liabilities, net | ( | ||||||||||||||||
| Net cash flows provided by (used in) operating activities | ( | ||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||
| Proceeds from disposition of property and equipment | |||||||||||||||||
Proceeds from disposition of assets held for sale | |||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Net cash flows provided by (used in) investing activities | ( | ||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Revolving credit facility borrowings | |||||||||||||||||
| Revolving credit facility repayments | ( | ( | |||||||||||||||
Extinguishments of | ( | ( | |||||||||||||||
| Other debt and finance lease repayments, net | ( | ( | |||||||||||||||
| Payment of financing costs | ( | ( | |||||||||||||||
| Purchases of treasury stock | ( | ( | |||||||||||||||
| Shares added to treasury stock as a result of net share settlements due to vesting of stock awards | ( | ( | |||||||||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||||||||
| Cash paid for: | |||||||||||||||||
| Interest | $ | $ | |||||||||||||||
| Income taxes, net | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
8
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (“Oil States” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year.
The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill, long-lived and other asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates.
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.
The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, as amended by its Annual Report filed on Form 10-K/A.
9
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. Charges and Credits
Management has implemented certain cost reduction actions including: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; and reductions in the Company’s workforce in the United States. As a result of these and other events, actions and assessments, the Company recorded the following charges and credits during the three and six months ended June 30, 2026 and 2025 (in thousands):
Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Corporate | Total | |||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt (Note 4) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Executive transition costs | |||||||||||||||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||||||||||||||
| Gain on disposal of facility held for sale | ( | ( | |||||||||||||||||||||||||||
Facility consolidation, exit and other charges | |||||||||||||||||||||||||||||
Pre-tax totals | $ | $ | $ | $ | |||||||||||||||||||||||||
Income tax benefit | |||||||||||||||||||||||||||||
After-tax total | $ | ||||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt (Note 4) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Executive transition costs | |||||||||||||||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||||||||||||||
| Gain on disposal of facility held for sale | ( | ( | |||||||||||||||||||||||||||
| Facility consolidation, exit and other charges | |||||||||||||||||||||||||||||
Pre-tax totals | $ | $ | $ | $ | |||||||||||||||||||||||||
Income tax benefit | |||||||||||||||||||||||||||||
After-tax total | $ | ||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Corporate | Total | |||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gains on extinguishment of debt | ( | ( | |||||||||||||||||||||||||||
Facility consolidation, exit and other charges | |||||||||||||||||||||||||||||
Pre-tax totals | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
Income tax benefit | |||||||||||||||||||||||||||||
| After-tax total | $ | ||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Gains on extinguishment of debt | ( | ( | |||||||||||||||||||||||||||
| Facility consolidation, exit and other charges | |||||||||||||||||||||||||||||
Pre-tax totals | $ | $ | ( | ||||||||||||||||||||||||||
Income tax benefit | |||||||||||||||||||||||||||||
| After-tax total | $ | ||||||||||||||||||||||||||||
10
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Long-Lived Tangible and Intangible Assets
An assessment for impairment of long-lived tangible and intangible assets is conducted when an event occurs or circumstances change that indicate that the carrying value of long-lived tangible and intangible assets may not be recoverable. During the first quarter of 2026, management made a decision to exit an additional U.S. land-based service line within the Completion and Production Services segment and market the related equipment. These assets were reclassified to Corporate assets held for sale. The carrying value of assets held for sale was assessed and reduced to estimated net realizable value, resulting in the recognition of impairment charges of $1.4 million within Corporate operations.
Executive Transition
In connection with Cindy B. Taylor’s transition from her role as President and Chief Executive Officer, the Company entered into an Employment Transition Agreement and General Release of Claims (the “Transition Agreement”) with Ms. Taylor effective May 1, 2026. Pursuant to the terms of this agreement, Ms. Taylor will continue to be employed by the Company as a Senior Advisor and provide services from May 1 through November 1, 2026, at which time Ms. Taylor will voluntarily retire and be subject to certain non-compete and non-solicitation restrictions. During this period, Ms. Taylor will receive: a reduced monthly base salary; accelerated vesting of outstanding restricted stock awards granted in 2024 and 2025; continued vesting of other long-term incentive awards; and a pro-rata, short-term incentive payment for 2026. See Note 9, “Long-Term Incentive Compensation,” for further discussion of outstanding long-term incentive awards granted to Ms. Taylor. During the second quarter of 2026, the Company recognized stock-based compensation and other costs of $1.7 million related to this executive transition.
3. Details of Selected Balance Sheet Accounts
Additional information regarding selected balance sheet accounts as of June 30, 2026 and December 31, 2025 is presented below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, net: | |||||||||||
| Trade | $ | $ | |||||||||
| Unbilled revenue | |||||||||||
| Contract assets | |||||||||||
| Other | |||||||||||
| Total accounts receivable | |||||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| $ | $ | ||||||||||
| Allowance for doubtful accounts as a percentage of total accounts receivable | % | % | |||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Deferred revenue (contract liabilities) | $ | $ | |||||||||
As of June 30, 2026, accounts receivable, net in the United States and the United Kingdom represented 61 % and 12 %, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of June 30, 2026.
For the six months ended June 30, 2026, the $4.8 million net increase in contract assets was primarily attributable to $34.3 million in revenue recognized during the period, which was partially offset by $28.9 million transferred to accounts receivable. Deferred revenue (contract liabilities) decreased by $8.9 million in the first six months of 2026, reflecting the recognition of $20.9 million of revenue that was deferred at the beginning of the period, partially offset by $12.1 million in new customer billings which were not recognized as revenue during the period.
11
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following provides a summary of activity in the allowance for doubtful accounts for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Allowance for doubtful accounts – January 1 | $ | $ | |||||||||
| Provisions | |||||||||||
| Write-offs | ( | ( | |||||||||
| Other | ( | ||||||||||
| Allowance for doubtful accounts – June 30 | $ | $ | |||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Inventories, net: | |||||||||||
| Finished goods and purchased products | $ | $ | |||||||||
| Work in process | |||||||||||
Raw materials | |||||||||||
| Total inventories | |||||||||||
Allowance for excess or obsolete inventories | ( | ( | |||||||||
| $ | $ | ||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Property, plant and equipment, net: | |||||||||||||||||||||||||||||
| Property, plant and equipment | $ | $ | |||||||||||||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||
For the three months ended June 30, 2026 and 2025, depreciation expense was $6.7 million and $8.1 million, respectively. Depreciation expense was $13.5 million and $16.4 million for the six months ended June 30, 2026 and 2025, respectively.
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Other intangible assets: | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Patents/Technology/Know-how | |||||||||||||||||||||||||||||||||||
| Tradenames and other | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
For the three months ended June 30, 2026 and 2025, amortization expense was $1.4 million and $3.8 million, respectively. Amortization expense was $2.8 million and $7.6 million for the six months ended June 30, 2026 and 2025, respectively. During the fourth quarter of 2025, the Company assessed the carrying value of the long-lived assets of an asset group within the Downhole Technologies segment. As a result of this assessment, the segment reduced the carrying values of customer relationships by $44.7 million, patents/technology/know-how by $19.3 million and tradenames by $16.2 million. Following these fourth quarter 2025 impairments, amortization expense associated with these intangible assets in 2026 decreased from 2025 levels.
12
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Other noncurrent assets: | |||||||||||
| Deferred compensation plan | $ | $ | |||||||||
| Deferred financing costs | |||||||||||
| Deferred income taxes | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accrued liabilities: | |||||||||||
| Accrued compensation | $ | $ | |||||||||
| Accrued taxes, other than income taxes | |||||||||||
| Insurance liabilities | |||||||||||
| Accrued interest | |||||||||||
| Accrued commissions | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
4. Long-term Debt
As of June 30, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Revolving Credit Facility(1) | $ | $ | |||||||||
Term Loan Facility(1) | |||||||||||
2026 Notes(2) | |||||||||||
| Other debt and finance lease obligations | |||||||||||
| Total debt | |||||||||||
| Less: Current portion | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
____________________
(1)Presented net of $2.2 million of unamortized deferred financing costs as of June 30, 2026. Unamortized deferred financing costs of $1.0 million as of December 31, 2025 are presented in other noncurrent assets.
(2)The outstanding principal amount of the 2026 Notes was $52.7 million as of December 31, 2025.
Credit Agreements
Cash Flow Credit Agreement
On January 28, 2026, the Company entered into a four-year amended and restated credit agreement (the “Cash Flow Credit Agreement”) among the Company, Wells Fargo Bank, National Association as administrative agent and the lenders and other financial institutions from time to time party thereto. The Cash Flow Credit Agreement replaced the Company’s existing ABL Agreement (discussed below). The Cash Flow Credit Agreement provides for credit facilities with total original commitments of $125.0 million, consisting of a $75.0 million revolving credit facility (including a $40.0 million sub-limit for the issuance of letters of credit) (the “Revolving Credit Facility”) and a $50.0 million multi-draw term loan facility, which was available for a six-month period (the “Term Loan Facility”). Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility and the remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026.
13
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Borrowings under the Cash Flow Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.50 % to 3.50 %, or at a base rate plus a margin of 1.50 % to 2.50 %, in each case based on a ratio of the Company's total net funded debt to Consolidated EBITDA (as defined in the Cash Flow Credit Agreement). The Company must also pay a commitment fee of 0.375 % to 0.500 % per annum on unused commitments under the Cash Flow Credit Agreement based on the Company's ratio of total net funded debt to Consolidated EBITDA.
The Cash Flow Credit Agreement contains customary financial covenants and restrictions. Specifically, the Company must maintain an interest coverage ratio, defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the Cash Flow Credit Agreement), of at least 3.0 to 1.0 and a total net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 2.5 to 1.0, provided that under certain circumstances that maintenance requirement shall be for a total net leverage ratio of no more than 3.25 to 1.0, subject to the Company being required to satisfy and maintain a senior secured net leverage ratio, defined as the ratio of senior secured net debt to Consolidated EBITDA, of no more than 2.0 to 1.0.
The various components used in the calculation of these ratios are defined in the Cash Flow Credit Agreement. Consolidated EBITDA and Consolidated Interest Expense, as defined in the Cash Flow Credit Agreement, exclude goodwill, intangible and fixed asset impairments, losses on extinguishment of debt, debt discount amortization, stock-based compensation expense and other non-cash charges.
Borrowings under the Cash Flow Credit Agreement are secured by a pledge of substantially all of the Company’s and the guarantors’ assets located in the United States and the stock of certain foreign subsidiaries. The Cash Flow Credit Agreement also contains negative covenants that limit the Company’s ability to borrow additional funds, encumber assets, pay dividends, sell assets and enter into other significant transactions. Under the Cash Flow Credit Agreement, the occurrence of specified change of control events involving the Company would constitute an event of default that would permit the banks to, among other things, accelerate the maturity of the facilities and cause them to become immediately due and payable in full.
As of July 28, 2026, the Company had $6.2 million and $20.0 million of borrowings outstanding under the Revolving Credit Facility and the Term Loan Facility, respectively, and $15.9 million of outstanding letters of credit, leaving $52.9 million available to be drawn.
ABL Agreement
Through January 28, 2026, the Company had a senior secured credit agreement (the “ABL Agreement”), which provided for an asset-based revolving credit facility. The ABL Agreement provided funding based on a borrowing base calculation that included eligible U.S. customer accounts receivable and inventory and was scheduled to mature on February 16, 2028.
Borrowings under the ABL Agreement bore interest at a rate equal to the SOFR (subject to a floor rate of 0 %) plus, effective July 28, 2025, a margin of 2.25 % to 2.75 %, or at a base rate plus a margin of 1.25 % to 1.75 %, in each case based on average borrowing availability. Monthly, the Company also paid a commitment fee of either 0.375 % or 0.50 % per annum, based on average unused commitments under the ABL Agreement.
2026 Notes
The Company issued $135.0 million aggregate principal amount of its 4.75 % convertible senior notes due April 1, 2026 (the “2026 Notes) pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between the Company and Computershare Trust Company, National Association, as successor trustee.
The outstanding 2026 Notes bore interest at a rate of 4.75 % per year and matured on April 1, 2026. Interest was payable semi-annually in arrears on April 1 and October 1 of each year. The conversion rate was 95.3516 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes (equivalent to a conversion price of $10.49 per share of common stock).
14
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
On April 1, 2026, the Company retired $52.7 million of outstanding principal of the 2026 Notes, with a combination of $50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million, which was excluded from financing activities within the consolidated statement of cash flows). With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of the Company’s common stock at maturity, the Company recognized a pre-tax loss of $3.6 million (reported within other income (expense), net) associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.
5. Fair Value Measurements
The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2026 Notes as of December 31, 2025, on the accompanying consolidated balance sheets approximate their fair values.
6. Stockholders’ Equity
Common and Preferred Stock
The following table provides details with respect to the changes to the number of shares of common stock, $0.01 par value, outstanding during the first six months of 2026 (in thousands):
| Outstanding | |||||||||||||||||
| Shares of common stock outstanding – December 31, 2025 | |||||||||||||||||
| Restricted stock awards, net of forfeitures | |||||||||||||||||
Issuance of common stock to extinguish | |||||||||||||||||
| Shares withheld for taxes on vesting of stock awards | ( | ||||||||||||||||
| Purchases of common stock | ( | ||||||||||||||||
| Shares of common stock outstanding – June 30, 2026 | |||||||||||||||||
As further discussed in Note 4, “Long-term Debt,” on April 1, 2026 the Company issued 529,428 shares of common stock in connection with the retirement of its 2026 Notes.
As of June 30, 2026 and December 31, 2025, the Company had 25,000,000 0.01 no
In October 2024, the Company’s Board of Directors authorized $50.0 million for repurchases of the Company’s common stock, par value $0.01 per share, through October 2026. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate.
During the six months ended June 30, 2026, the Company purchased 583,541 shares of common stock under the program at a total cost of $5.1 million. The amount remaining under the Company’s share repurchase authorization as of June 30, 2026 was $19.6 million.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company’s operating segments. Accumulated other comprehensive loss increased from $66.3 million at December 31, 2025 to $66.8 million at June 30, 2026. For the three and six months ended June 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.
During the six months ended June 30, 2026, the exchange rate for the British pound weakened by 2 % compared to the U.S. dollar, while the Brazilian real strengthened by 6 %, contributing to other comprehensive loss of $0.5 million. During the six months ended June 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 9 % and 13 %, respectively, contributing to other comprehensive income of $14.6 million.
15
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
7. Income Taxes
Income tax provision for the three and six months ended June 30, 2026 and 2025 was calculated using a discrete approach. This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate.
For the three months ended June 30, 2026, the Company’s income tax expense was $2.0 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $7.9 million. This compares to an income tax expense of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the three months ended June 30, 2025.
For the six months ended June 30, 2026, the Company’s income tax expense was $4.2 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $11.2 million. This compares to an income tax expense of $2.5 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $8.4 million for the six months ended June 30, 2025.
8. Net Income (Loss) Per Share
The table below provides a reconciliation of the numerators and denominators of basic and diluted net income per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Numerators: | |||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: Income attributable to unvested restricted stock awards | ( | ( | ( | ( | |||||||||||||||||||||||||
| Numerator for basic net income per share | |||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||
| Unvested restricted stock awards | |||||||||||||||||||||||||||||
| Numerator for diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||||||||
| Denominators: | |||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||||||||
| Less: Weighted average number of unvested restricted stock awards outstanding | ( | ( | ( | ( | |||||||||||||||||||||||||
| Denominator for basic net income per share | |||||||||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||||||||
Shares issuable upon conversion of 2026 Notes | |||||||||||||||||||||||||||||
| Performance share units | |||||||||||||||||||||||||||||
| Denominator for diluted net income per share | |||||||||||||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three and six months ended June 30, 2025 due to, among other factors, the Company’s share price.
16
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
9. Long-Term Incentive Compensation
The following table presents a summary of activity for service-based restricted stock and stock unit awards, and performance-based stock unit awards for the six months ended June 30, 2026 (in thousands):
| Service-based Restricted Stock | Performance- and Service-based Stock Units | ||||||||||
| Outstanding – December 31, 2025 | |||||||||||
| Granted | |||||||||||
| Vested and distributed | ( | ( | |||||||||
| Forfeited | ( | ||||||||||
| Outstanding – June 30, 2026 | |||||||||||
| Weighted average grant date fair value (2026 awards) | $ | $ | |||||||||
The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards generally vest on a straight-line basis over a term of three years . Service-based stock unit awards (197 thousand outstanding as of June 30, 2026) vest over one year , with the underlying shares issued at a specified future date. Performance-based stock unit awards generally vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period.
In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no shares will vest.
The Company issued conditional long-term cash incentive awards (“Cash Awards”) with targeted values of $1.4 three-year zero 2.9
Pursuant to the Transition Agreement discussed in Note 2, “Charges and Credits,” the vesting provisions of the outstanding service-based restricted stock awards granted to Ms. Taylor in 2024 and 2025 were modified to provide for accelerated vesting over the term of the Transition Agreement. The incremental expense for these modified awards totaled $3.1 million on the modification date, which is being recognized as stock-based compensation expense over the six-month term of the Transition Agreement. All other service-based restricted stock awards, performance-based stock unit awards and performance-based cash awards will continue to vest through November 1, 2026 in accordance with the original award agreements.
Stock-based compensation expense recognized during the three and six months ended June 30, 2026 totaled $3.0 million and $4.9 million, respectively. Stock-based compensation expense recognized during the three and six months ended June 30, 2025 totaled $2.0 million and $3.9 million, respectively. As of June 30, 2026, there was $16.4 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.
17
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
10. Segments and Related Information
The Company operates through three Financial information by operating segment as of and for the three and six months ended June 30, 2026 and 2025 is summarized in the following tables (in thousands).
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Corporate(1) | Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||||||||||||||
| Other operating (income) expense net | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
________________
(1)Operating loss included a $4.1 million gain associated with the sale of a previously idled facility held for sale, $1.4 million of facility exit charges associated with assets held for sale (both within other operating (income) expense, net), and $1.7 million in executive transition costs (within selling, general and administrative expenses).
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Corporate(1) | Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Impairments of assets held for sale | |||||||||||||||||||||||||||||
| Other operating (income) expense, net | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Total assets (as of June 30, 2026) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
________________
(1)Operating loss included a $4.1 million gain associated with the sale of a previously idled facility held for sale, $3.9 million of facility exit charges associated with assets held for sale (both within other operating (income) expense, net), $1.7 million in executive transition costs (within selling, general and administrative expenses) and $1.4 million in asset impairment charges associated with assets held for sale.
18
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services(1) | Downhole Technologies(2) | Corporate | Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | |||||||||||||||||||||||||||||
| Other operating (income) expense, net | ( | ( | ( | ||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
________________
(1)Operating income included $2.2 million of facility exit and other charges.
(2)Operating loss included $1.2 million in costs associated primarily with the exit of a leased facility.
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services(1) | Downhole Technologies(2) | Corporate | Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | |||||||||||||||||||||||||||||
| Other operating (income) expense, net | ( | ( | |||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Total assets (as of June 30, 2025) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
________________
(1)Operating income included $3.1 million of facility exit and other charges.
(2)Operating loss included $1.2 million in costs associated primarily with the exit of a leased facility.
19
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Total | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30 | |||||||||||||||||||||||||||||||||||||||||||||||
| Project-driven: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Total project-driven | |||||||||||||||||||||||||||||||||||||||||||||||
| Military and other products | |||||||||||||||||||||||||||||||||||||||||||||||
| Short-cycle products and services | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Total | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30 | |||||||||||||||||||||||||||||||||||||||||||||||
| Project-driven: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||||||||||||||||||||
| Total project-driven | |||||||||||||||||||||||||||||||||||||||||||||||
| Military and other products | |||||||||||||||||||||||||||||||||||||||||||||||
| Short-cycle products and services | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Revenues from products and services transferred to customers over time accounted for approximately 61 % and 63 % of consolidated revenues for the six months ended June 30, 2026 and 2025, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of June 30, 2026, the Company had $358 million of backlog related to contracts with an original expected duration of greater than one year. Approximately 22 % of this backlog is expected to be recognized as revenue over the remainder of 2026, with an additional 32 % recognized in 2027 and the balance thereafter.
11. Commitments and Contingencies
The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
20
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2026, as amended by our 2025 Annual Report on Form 10-K/A filed with the SEC on March 26, 2026.
You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances.
While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us:
•the impact of the ongoing military actions in Europe and the Middle East, in particular, in Iran and the Strait of Hormuz, or any similar future military actions or unrest, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;
•production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), which may be impacted by ongoing conflicts and the resumption of sales of previously sanctioned oil from Venezuela and Russia;
•impacts related to changing U.S. and foreign trade policies, including increased trade restrictions or fluctuating tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives;
•the level of supply of and demand for oil and natural gas;
•fluctuations in the current and future prices of oil and natural gas;
•the level of exploration, drilling and completion activity;
•the cyclical nature of the oil and natural gas industry;
•the level of offshore oil and natural gas developmental activities;
•inflation, including our ability to increase prices to our customers as our costs increase;
•the impact of disruptions in the bank and capital markets;
•the financial health of our customers;
•the impact of environmental matters, including executive actions and federal, state and local regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, such as previous attempts to prohibit or otherwise limit new exports of liquefied natural gas (“LNG”), hydraulic fracturing, and lease development;
•political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change;
•the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities;
•general global economic conditions;
•global weather conditions and natural disasters, including hurricanes in the Gulf of America;
•changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the U.S. presidential administration; including changes such as the One Big Beautiful Bill Act (the “OBBBA”);
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•supply chain disruptions, including as a result of natural disasters, industrial accidents, military actions, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof;
•our ability to timely obtain and maintain critical permits for operating facilities;
•our ability to attract and retain skilled personnel;
•our ability to develop new competitive technologies and products;
•fluctuations in currency exchange rates;
•physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy;
•the cost of capital in the bank and capital markets and our ability to access them;
•our ability to protect and enforce our intellectual property rights;
•negative outcome of litigation, threatened litigation or government proceedings;
•the potential for future federal or state requirements related to the enhanced disclosure of a range of climate-related information and risks;
•our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and
•the other factors identified in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, as well as in “Part II, Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q.
Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made.
In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read together with our condensed consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and notes to those statements included in our 2025 Annual Report on Form 10-K, as amended by our 2025 Annual Report on Form 10-K/A, in order to understand factors, such as charges, financing transactions and changes in tax regulations, which may impact comparability from period to period.
We provide a broad range of manufactured products and services to customers in the energy, military and industrial sectors through our Offshore Manufactured Products, Completion and Production Services and Downhole Technologies segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers’ willingness to invest capital in the exploration for and development of crude oil and natural gas reserves. Our customers’ capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, making demand for our products and services sensitive to expectations regarding future crude oil and natural gas prices, as well as economic growth, commodity demand and estimates of resource production and regulatory pressures.
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Recent Developments
Brent and WTI crude oil and natural gas pricing trends were as follows:
Average Price(1) for quarter ended | Average Price(1) for year ended December 31 | |||||||||||||||||||||||||||||||
| Year | March 31 | June 30 | September 30 | December 31 | ||||||||||||||||||||||||||||
| Brent Crude (per bbl) | ||||||||||||||||||||||||||||||||
2026(2) | $ | 80.72 | $ | 102.63 | ||||||||||||||||||||||||||||
| 2025 | 75.87 | $ | 68.07 | $ | 69.03 | $ | 63.65 | $ | 69.14 | |||||||||||||||||||||||
| WTI Crude (per bbl) | ||||||||||||||||||||||||||||||||
2026(2) | $ | 72.74 | $ | 95.65 | ||||||||||||||||||||||||||||
| 2025 | 71.78 | $ | 64.57 | $ | 65.78 | $ | 59.62 | $ | 65.39 | |||||||||||||||||||||||
| Henry Hub Natural Gas (per MMBtu) | ||||||||||||||||||||||||||||||||
| 2026 | $ | 4.71 | $ | 2.95 | ||||||||||||||||||||||||||||
| 2025 | 4.14 | $ | 3.19 | $ | 3.03 | $ | 3.73 | $ | 3.52 | |||||||||||||||||||||||
________________
(1)Source: U.S. Energy Information Administration (spot prices).
(2)On July 28, 2026, the spot price per barrel of Brent and WTI crude oil closed at $85.51 and $80.91, respectively.
The spot price per barrel of Brent crude oil averaged $103 in the second quarter of 2026, an increase of $39, or 61%, from the fourth quarter of 2025 following the escalation of military actions in the Middle East in late-February 2026. Despite the increases in crude oil prices, these evolving military actions have resulted in customer delays in project awards, cost increases and supply-chain and logistical constraints in the Middle East region, which have negatively impacted demand for our products and services in the area and limited our access to and increased the price of certain raw materials and other products used in our operations during the first half of 2026. The conflict has also resulted in damage to crude oil refining and storage facilities and severely limited tanker access to the region, causing operators to shut in or limit crude oil production. Continuation or expansion of these military hostilities and export constraints in the Middle East will likely negatively impact our results of operations over the balance of 2026 and possibly beyond. As a major oil producer, Iran’s involvement has heightened concerns over potential supply disruptions and transportation risks, contributing to significant volatility in global oil and natural gas prices. In particular, the restriction or cessation of maritime traffic through the Strait of Hormuz has significantly depressed global supply of oil and natural gas, resulting in increased volatility and overall elevated prices, as well as causing overall disruptions in global commodities markets. While the ultimate impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global commodities markets has the potential to materially adversely affect our business and operations and those of our suppliers and customers. Further, in late April 2026, the United Arab Emirates (“UAE”) announced that it was withdrawing from OPEC, and as a result, would no longer be subject to OPEC imposed production controls. While no other countries have yet followed the UAE in leaving OPEC, increased oil and gas production from the UAE, along with any other country that may leave OPEC, could increase global oil and gas supply, resulting in lower oil and gas prices.
In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy. These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and have increased the cost of certain products we manufacture in the United States.
We implemented certain initiatives in 2025, which have continued into 2026, to optimize our operations and improve future returns. These actions were concentrated in our U.S. land-focused service operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; the exit of previously closed facilities; and reductions in our U.S. workforce. We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, market competitiveness and management decisions. As a result of these events, actions and assessments, our reported pre-tax results for the first six months of 2026 included $4.1 million of costs associated primarily with facility exits as well as $1.4 million in non-cash asset impairment charges.
On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for original aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility, which was available for a six-month period (the “Term Loan Facility”). The Cash Flow Credit Agreement replaced our existing asset-based credit agreement (the “ABL Agreement”). Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility, and the remaining lender commitments under
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the Term Loan Facility lapsed on July 28, 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.
On April 1, 2026, we retired $52.7 million of outstanding principal of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of $50.5 million of cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million on the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.
Overview
Current and expected future pricing for crude oil and natural gas, inflationary and tariff-driven cost increases, and expectations regarding the regulatory environment in the regions in which we operate are factors that will continue to influence our customers’ willingness to invest capital in their businesses. Expectations for the longer-term price for Brent crude oil will continue to influence our customers’ spending related to global offshore and international drilling and development and, thus, a significant portion of the activity of our Offshore Manufactured Products segment.
Crude oil and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including, but not limited to: geopolitical conflicts in the Middle East, Europe and South America, along with associated international tensions; the moderate perceived risk of a global economic recession; the levels of domestic or international crude oil and natural gas production; technological advancements; consolidation of oil and gas producers; changes in governmental rules and regulations; sanctions; tariffs; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.
Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 91% of our Offshore Manufactured Products segment’s sales in the first six months of 2026 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. Deepwater oil and gas development projects may also be impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a minimum of 80 million acres (if available), in the Central and Western Gulf of America Planning Areas for the next 15 years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.
Backlog reported by our Offshore Manufactured Products segment increased to $451 million as of June 30, 2026 from $435 million as of December 31, 2025. Bookings totaled $114 million in the second quarter of 2026, yielding a quarterly book-to-bill ratio of 1.2x (1.1x year-to-date). The following table sets forth backlog as of the dates indicated (in millions).
| Backlog as of | ||||||||||||||||||||||||||
| Year | March 31 | June 30 | September 30 | December 31 | ||||||||||||||||||||||
| 2026 | $ | 430 | $ | 451 | — | — | ||||||||||||||||||||
| 2025 | 357 | 363 | $ | 399 | $ | 435 | ||||||||||||||||||||
| 2024 | 305 | 300 | 313 | 311 | ||||||||||||||||||||||
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Our Completion and Production Services segment provides services in the United States (including the Gulf of America) and internationally. Over recent years, the segment has exited the majority of its U.S. land-based service operations in response to reductions in activity levels and highly competitive market conditions. The Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly crude oil prices, given the short-term, call-out nature of its operations. We primarily supply rental equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our operations.
Our Downhole Technologies segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies. Product and service offerings for this segment include innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools. This expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing. Additional offerings include frac plugs, toe valves and other elastomer products, which are focused on zonal isolation for hydraulic fracturing of horizontal wells, and a broad range of consumable products, such as setting tools and bridge plugs, that are used in completion, intervention and decommissioning applications. Hydraulic fracturing activity, and, in turn, our Downhole Technologies segment’s results, are sensitive to commodity prices, particularly WTI crude oil prices, given that lower activity may result in reduced demand for our consumable products. Demand drivers for the Downhole Technologies segment include continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.
Demand for our completion-related products and services within our Downhole Technologies segment and our Completion and Production Services segment are impacted by numerous factors, including changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the completion (“frac”) count. The following table sets forth a summary of the U.S. drilling rig count, as measured by Baker Hughes Company, as of and for the periods indicated.
As of July 24, 2026 | Average for the | ||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| United States Rig Count: | |||||||||||||||||||||||||||||
| Land – Oil | 436 | 406 | 451 | 400 | 460 | ||||||||||||||||||||||||
| Land – Natural gas and other | 136 | 133 | 105 | 134 | 105 | ||||||||||||||||||||||||
| Offshore | 15 | 15 | 15 | 17 | 14 | ||||||||||||||||||||||||
| 587 | 554 | 571 | 551 | 579 | |||||||||||||||||||||||||
The U.S. energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S. shale plays utilizing horizontal drilling and completion techniques.
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In the first quarter of 2026, the U.S. Supreme Court struck down broad tariffs previously imposed through executive orders under the International Emergency Economic Powers Act of 1977 on a wide range of imported goods. In response, President Trump implemented a 10% import surcharge on a broad range of goods under Section 122 of the Trade Act of 1974, which expired on July 24, 2026 pursuant to the statute's 150-day limitation. President Trump also implemented 10% to 12.5% tariffs on imports from sixty economies under Section 301 of the Trade Act of 1974. These tariffs, effective July 24, 2026, target various categories of imports, including certain raw materials used in our operations, such as steel, aluminum and copper. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, Chinese export restrictions on tungsten-related and other products used by us, existing trade agreements, anti-dumping and countervailing duty regulations and more.
We cannot predict with certainty the duration of tariffs currently in place, the impact of any new or increased tariffs, or the impact of any retaliatory tariffs. If we encounter difficulty in procuring raw materials and component products, or if the prices we pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations would be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.
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Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain and logistic disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.
Human Capital
For more information on our health and safety policy and other workforce policies, please see “Part I, Item 1. Business – Human Capital” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report filed on Form 10-K/A.
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Selected Financial Data
This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report on Form 10-K/A, in order to understand factors, such as charges and credits, which may impact comparability of the selected financial data.
Unaudited Consolidated Results of Operations
The following summarizes our consolidated results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Variance | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Products | $ | 98,753 | $ | 107,342 | $ | (8,589) | $ | 191,333 | $ | 207,893 | $ | (16,560) | |||||||||||||||||||||||
| Services | 57,906 | 58,064 | (158) | 110,689 | 117,451 | (6,762) | |||||||||||||||||||||||||||||
| 156,659 | 165,406 | (8,747) | 302,022 | 325,344 | (23,322) | ||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Product costs | 77,724 | 83,936 | (6,212) | 152,091 | 164,265 | (12,174) | |||||||||||||||||||||||||||||
| Service costs | 40,227 | 41,404 | (1,177) | 77,449 | 83,752 | (6,303) | |||||||||||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization expense presented below) | 117,951 | 125,340 | (7,389) | 229,540 | 248,017 | (18,477) | |||||||||||||||||||||||||||||
Selling, general and administrative expenses | 23,127 | 22,981 | 146 | 43,151 | 45,511 | (2,360) | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | 8,061 | 11,898 | (3,837) | 16,250 | 23,923 | (7,673) | |||||||||||||||||||||||||||||
| Impairments of operating lease assets | — | 1,358 | (1,358) | — | 1,358 | (1,358) | |||||||||||||||||||||||||||||
Impairment of assets held for sale | — | — | — | 1,384 | — | 1,384 | |||||||||||||||||||||||||||||
| Other operating income, net | (4,192) | (1,448) | (2,744) | (4,293) | (4,381) | 88 | |||||||||||||||||||||||||||||
| 144,947 | 160,129 | (15,182) | 286,032 | 314,428 | (28,396) | ||||||||||||||||||||||||||||||
| Operating income | 11,712 | 5,277 | 6,435 | 15,990 | 10,916 | 5,074 | |||||||||||||||||||||||||||||
| Interest expense, net | (508) | (1,692) | 1,184 | (1,683) | (3,270) | 1,587 | |||||||||||||||||||||||||||||
| Other income (expense), net | (3,281) | 636 | (3,917) | (3,133) | 774 | (3,907) | |||||||||||||||||||||||||||||
| Income before income taxes | 7,923 | 4,221 | 3,702 | 11,174 | 8,420 | 2,754 | |||||||||||||||||||||||||||||
| Income tax provision | (2,013) | (1,410) | (603) | (4,156) | (2,451) | (1,705) | |||||||||||||||||||||||||||||
| Net income | $ | 5,910 | $ | 2,811 | $ | 3,099 | $ | 7,018 | $ | 5,969 | $ | 1,049 | |||||||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||||||||||||||
Basic | $ | 0.10 | $ | 0.05 | $ | 0.12 | $ | 0.10 | |||||||||||||||||||||||||||
Diluted | 0.10 | 0.05 | 0.12 | 0.10 | |||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||||||||||||||
Basic | 58,479 | 59,154 | 58,132 | 59,661 | |||||||||||||||||||||||||||||||
Diluted | 58,627 | 59,154 | 58,541 | 59,661 | |||||||||||||||||||||||||||||||
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Unaudited Segment Results of Operations
We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three and six months ended June 30, 2026 and 2025 is summarized below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Variance | 2026 | 2025 | Variance | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Offshore Manufactured Products | |||||||||||||||||||||||||||||||||||
| Project-driven: | |||||||||||||||||||||||||||||||||||
| Products | $ | 51,954 | $ | 68,653 | $ | (16,699) | $ | 103,841 | $ | 127,777 | $ | (23,936) | |||||||||||||||||||||||
| Services | 32,420 | 27,907 | 4,513 | 63,130 | 52,331 | 10,799 | |||||||||||||||||||||||||||||
| 84,374 | 96,560 | (12,186) | 166,971 | 180,108 | (13,137) | ||||||||||||||||||||||||||||||
| Military and other products | 8,350 | 10,026 | (1,676) | 17,172 | 19,074 | (1,902) | |||||||||||||||||||||||||||||
| 92,724 | 106,586 | (13,862) | 184,143 | 199,182 | (15,039) | ||||||||||||||||||||||||||||||
| Completion and Production Services | 24,274 | 29,424 | (5,150) | 45,772 | 63,943 | (18,171) | |||||||||||||||||||||||||||||
| Downhole Technologies | 39,661 | 29,396 | 10,265 | 72,107 | 62,219 | 9,888 | |||||||||||||||||||||||||||||
| $ | 156,659 | $ | 165,406 | $ | (8,747) | $ | 302,022 | $ | 325,344 | $ | (23,322) | ||||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||||||||
| Offshore Manufactured Products | $ | 13,936 | $ | 16,989 | $ | (3,053) | $ | 28,348 | $ | 31,265 | $ | (2,917) | |||||||||||||||||||||||
Completion and Production Services(1) | 3,917 | 1,877 | 2,040 | 7,407 | 5,380 | 2,027 | |||||||||||||||||||||||||||||
Downhole Technologies(2) | 2,737 | (3,992) | 6,729 | 2,292 | (6,116) | 8,408 | |||||||||||||||||||||||||||||
Corporate(3) | (8,878) | (9,597) | 719 | (22,057) | (19,613) | (2,444) | |||||||||||||||||||||||||||||
| $ | 11,712 | $ | 5,277 | $ | 6,435 | $ | 15,990 | $ | 10,916 | $ | 5,074 | ||||||||||||||||||||||||
_______________
(1)During the three and six months ended June 30, 2025, we recognized charges of $2.2 million and $3.1 million, respectively, within the Completion and Production Services segment, associated primarily with the exit of service locations.
(2)During the three and six months ended June 30, 2025, we recognized charges of $1.2 million within the Downhole Technologies segment, associated primarily with the exit of a leased facility.
(3)During the three and six months ended June 30, 2026, we recognized: facility exit charges of $1.4 million and $3.9 million, respectively, associated with assets held for sale; a $4.1 million gain associated with the sale of a previously idled facility; and $1.7 million of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer. Additionally, during the six months ended June 30, 2026, we recognized a non-cash impairment charge of $1.4 million associated with assets held for sale.
For further discussion of charges recognized during the three and six months ended June 30, 2026 and 2025, see Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
We reported net income for the three months ended June 30, 2026 of $5.9 million, or $0.10 per share. The reported second quarter net income included net charges of $2.5 million ($2.5 million after tax, or $0.04 per share) associated with debt extinguishment, executive transition and the continued exit of U.S. land-based facilities, partially offset by a gain on facility disposal. These results compare to net income for the three months ended June 30, 2025 of $2.8 million, or $0.05 per share, which included net charges of $3.3 million ($2.6 million after tax, or $0.04 per share) associated primarily with the exit of U.S. land-based facilities and personnel reductions, partially offset by gains associated with debt extinguishment.
Our results of operations for the second quarter of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers and disruptions resulting from the military conflict in Iran.
Revenues. Consolidated total revenues in the second quarter of 2026 decreased $8.7 million, or 5%, from the second quarter of 2025 due primarily to our exit of underperforming service offerings and facilities over the past 15 months and lower project-driven product sales. Excluding the impact of exited operations, consolidated revenues decreased $2.5 million, or 2%, year-over-year.
Consolidated product revenues in the second quarter of 2026 decreased $8.6 million, or 8%, from the second quarter of 2025, with the impact of lower project-driven product sales partially offset by higher customer demand for completion and perforating products. Consolidated service revenues in the second quarter of 2026 were comparable to the second quarter of 2025, with higher project-driven service activity offset by the impact of our exit of certain underperforming U.S. land-based service offerings and lower customer activity in the Middle East.
The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended June 30, 2026 and 2025 (in thousands):
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Project-driven: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | 51,954 | $ | 68,653 | $ | — | $ | — | $ | — | $ | — | $ | 51,954 | $ | 68,653 | |||||||||||||||||||||||||||||||
| Services | 32,420 | 27,907 | — | — | — | — | 32,420 | 27,907 | |||||||||||||||||||||||||||||||||||||||
| Total project-driven | 84,374 | 96,560 | — | — | — | — | 84,374 | 96,560 | |||||||||||||||||||||||||||||||||||||||
| Military and other products | 8,350 | 10,026 | — | — | — | — | 8,350 | 10,026 | |||||||||||||||||||||||||||||||||||||||
| Short-cycle: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | — | — | — | — | 38,449 | 28,663 | 38,449 | 28,663 | |||||||||||||||||||||||||||||||||||||||
| Services | — | — | 24,274 | 29,424 | 1,212 | 733 | 25,486 | 30,157 | |||||||||||||||||||||||||||||||||||||||
| Total short-cycle | — | — | 24,274 | 29,424 | 39,661 | 29,396 | 63,935 | 58,820 | |||||||||||||||||||||||||||||||||||||||
| $ | 92,724 | $ | 106,586 | $ | 24,274 | $ | 29,424 | $ | 39,661 | $ | 29,396 | $ | 156,659 | $ | 165,406 | ||||||||||||||||||||||||||||||||
| By destination: | |||||||||||||||||||||||||||||||||||||||||||||||
| Offshore and international | $ | 86,608 | $ | 99,620 | $ | 12,244 | $ | 11,478 | $ | 12,741 | $ | 8,016 | $ | 111,593 | $ | 119,114 | |||||||||||||||||||||||||||||||
| U.S. land | 6,116 | 6,966 | 12,030 | 17,946 | 26,920 | 21,380 | 45,066 | 46,292 | |||||||||||||||||||||||||||||||||||||||
| $ | 92,724 | $ | 106,586 | $ | 24,274 | $ | 29,424 | $ | 39,661 | $ | 29,396 | $ | 156,659 | $ | 165,406 | ||||||||||||||||||||||||||||||||
| As a percentage of total: | |||||||||||||||||||||||||||||||||||||||||||||||
| Offshore and international | 71 | % | 72 | % | |||||||||||||||||||||||||||||||||||||||||||
| U.S. land | 29 | % | 28 | % | |||||||||||||||||||||||||||||||||||||||||||
Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the second quarter of 2026 decreased $7.4 million, or 6%, compared to the level reported in the second quarter of 2025.
Consolidated product costs in the second quarter of 2026 decreased $6.2 million, or 7%, from the second quarter of 2025 correlated primarily with the reduction in revenues. Consolidated service costs in the second quarter of 2026 decreased $1.2 million, or 3%, from the second quarter of 2025, due to strategic actions implemented in our U.S. land-based operations to improve reported results.
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Selling, General and Administrative Expense. Selling, general and administrative expense was $23.1 million in the second quarter of 2026. This compares to an expense of $23.0 million in the second quarter of 2025, with the impact of implemented cost reduction measures partially offset by $1.7 million of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer and higher short-term incentive compensation accruals. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion of executive transition costs.
Depreciation and Amortization Expense. Depreciation and amortization expense decreased $3.8 million, or 32%, in the second quarter of 2026 compared to the prior-year quarter due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.
Impairments of Operating Lease Assets. In the second quarter of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $1.4 million in connection with its exit of leased locations. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.
Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets held for sale within Corporate in 2026. In the second quarter of 2026, we recognized $1.4 million of facility exit costs associated with assets held for sale within Corporate and a gain of $4.1 million in connection with the sale of a facility classified within assets held for sale. During the second quarter of 2025, we recognized gains of $2.6 million associated with the sale of assets.
Operating Income (Loss). Our consolidated operating income was $11.7 million in the second quarter of 2026, which included $1.7 million in executive transition costs and $1.4 million in charges associated with the continued exit of our U.S. land-based facilities. This compares to second quarter 2025 consolidated operating income of $5.3 million, which included $1.4 million in operating lease asset impairment charges and $2.3 million of charges associated with facility exits and other management actions. Excluding these charges, operating income increased by $5.8 million year-over-year, with the impact of the $3.8 million decrease in depreciation and amortization expense and an incremental increase of $1.9 million in gains on the sale of assets, partially offset by the impact of the decline in revenue.
Other Income (Expense), Net. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes, with a combination of $50.5 million in cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the extinguishment of the 2026 Notes.
Interest Expense, Net. Net interest expense totaled $0.5 million in the second quarter of 2026, due to the retirement of the 2026 Notes on April 1. This compares to $1.7 million in the same period of 2025.
Income Tax. For the three months ended June 30, 2026, our income tax provision was $2.0 million, which included the impact of changes in valuation allowance recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $7.9 million. This compares to an income tax provision of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the three months ended June 30, 2025.
Other Comprehensive Income. Reported comprehensive income is the sum of reported net income and other comprehensive income. Other comprehensive income was $0.7 million in the second quarter of 2026 compared to other comprehensive income of $9.1 million in the second quarter of 2025 due to fluctuations in currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of our operating segments. For the three months ended June 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income were primarily attributable to the United Kingdom and Brazil. During both the second quarter of 2026 and 2025, the exchange rates for the British pound and the Brazilian real strengthened compared to the U.S. dollar.
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Segment Operating Results
Offshore Manufactured Products
Revenues. Our Offshore Manufactured Products segment revenues decreased $13.9 million, or 13%, in the second quarter of 2026 compared to the second quarter of 2025 due to lower project-driven product sales, partially offset by the impact of higher service activity.
Operating Income. Our Offshore Manufactured Products segment reported operating income of $13.9 million in the second quarter of 2026. This compares to operating income in the second quarter of 2025 of $17.0 million. The $3.1 million decline in operating income was driven primarily by the revenue decline.
Backlog. Backlog in our Offshore Manufactured Products segment totaled $451 million as of June 30, 2026, with second quarter 2026 bookings of $114 million and a quarterly book-to-bill ratio of 1.2x.
Completion and Production Services
Revenues. Our Completion and Production Services segment revenues decreased $5.2 million, or 18%, in the second quarter of 2026 compared to the prior-year period, driven by the exit of underperforming U.S. land-based service offerings and facilities and lower customer activity in the Middle East. Excluding the impact of exited operations, revenues increased $1.1 million, or 5%, year-over-year.
Operating Income. Our Completion and Production Services segment reported operating income of $3.9 million in the second quarter of 2026. This compares to operating income of $1.9 million in the second quarter of 2025, which included charges totaling $2.2 million associated primarily with the exit of service locations. Excluding these 2025 charges, the Completion and Production Services segment’s operating income declined $0.1 million from the prior-year period, due primarily to a $2.2 million reduction in gains on the sale of assets, substantially offset by a $1.6 million reduction in depreciation and amortization expense and strategic actions implemented to improve reported results.
Downhole Technologies
Revenues. Our Downhole Technologies segment revenues increased $10.3 million, or 35%, in the second quarter of 2026 from the prior-year period, driven by higher demand for perforating and completion products following our new product introductions.
Operating Income (Loss). Our Downhole Technologies segment reported operating income of $2.7 million in the second quarter of 2026. This compares to an operating loss of $4.0 million in the second quarter of 2025, which included charges totaling $1.2 million primarily associated with the exit of a leased facility. Excluding these 2025 charges, the Downhole Technologies operating results improved $5.5 million year-over-year, driven primarily by the reported increase in revenues and a $2.5 million reduction in depreciation and amortization expense.
Corporate
Operating Loss. Corporate expenses totaled $8.9 million in the second quarter of 2026, which included a $4.1 million gain recognized on the sale of a previously idled facility, $1.7 million of executive transition costs and $1.4 million in charges associated with ongoing actions to monetize assets held for sale. This compares to Corporate expenses of $9.6 million in the second quarter of 2025. Excluding the 2026 charges and credits, Corporate expenses increased $0.4 million year-over-year due primarily to higher short-term incentive compensation accruals.
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
We reported net income for the six months ended June 30, 2026 of $7.0 million, or $0.12 per share. The reported net income included net charges of $6.6 million ($6.6 million after tax, or $0.11 per share) associated primarily with the continued exit of certain of our U.S. land-based facilities, debt extinguishment and executive transition, partially offset by a gain on facility disposal. These results compare to net income for the six months ended June 30, 2025 of $6.0 million, or $0.10 per share, which included net charges of $4.2 million ($3.3 million after tax, or $0.06 per share) associated with the restructuring of certain of our U.S. land-based operations, facility consolidations and closures, and personnel reductions, partially offset by gains associated with debt extinguishment.
Our results of operations for the first six months of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers, disruptions resulting from the military conflict in Iran and increased U.S. trade tariffs.
Revenues. Consolidated total revenues in the first six months of 2026 decreased $23.3 million, or 7%, from the first six months of 2025 driven primarily by our exit of underperforming service offerings and locations over the past 18 months. Excluding the impact of exited operations, consolidated revenues declined $5.6 million, or 2%, year-over-year.
Consolidated product revenues in the first six months of 2026 decreased $16.6 million, or 8%, from the first six months of 2025, due to lower project-driven connector, valve and crane product sales partially offset by higher perforating and completion product revenues. Consolidated service revenues in the first six months of 2026 decreased $6.8 million, or 6%, from the first six months of 2025. This decrease was driven by the exit of underperforming U.S. land-based service offerings and lower customer activity in the Middle East, partially offset by higher project-driven service activity.
The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the six months ended June 30, 2026 and 2025 (in thousands):
| Offshore Manufactured Products | Completion and Production Services | Downhole Technologies | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Project-driven: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | 103,841 | $ | 127,777 | $ | — | $ | — | $ | — | $ | — | $ | 103,841 | $ | 127,777 | |||||||||||||||||||||||||||||||
| Services | 63,130 | 52,331 | — | — | — | — | 63,130 | 52,331 | |||||||||||||||||||||||||||||||||||||||
| Total project-driven | 166,971 | 180,108 | — | — | — | — | 166,971 | 180,108 | |||||||||||||||||||||||||||||||||||||||
| Military and other products | 17,172 | 19,074 | — | — | — | — | 17,172 | 19,074 | |||||||||||||||||||||||||||||||||||||||
| Short-cycle: | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | — | — | — | — | 70,320 | 61,042 | 70,320 | 61,042 | |||||||||||||||||||||||||||||||||||||||
| Services | — | — | 45,772 | 63,943 | 1,787 | 1,177 | 47,559 | 65,120 | |||||||||||||||||||||||||||||||||||||||
| Total short-cycle | — | — | 45,772 | 63,943 | 72,107 | 62,219 | 117,879 | 126,162 | |||||||||||||||||||||||||||||||||||||||
| $ | 184,143 | $ | 199,182 | $ | 45,772 | $ | 63,943 | $ | 72,107 | $ | 62,219 | $ | 302,022 | $ | 325,344 | ||||||||||||||||||||||||||||||||
| By destination: | |||||||||||||||||||||||||||||||||||||||||||||||
| Offshore and international | $ | 171,011 | $ | 184,861 | $ | 23,200 | $ | 24,868 | $ | 22,056 | $ | 15,622 | $ | 216,267 | $ | 225,351 | |||||||||||||||||||||||||||||||
| U.S. land | 13,132 | 14,321 | 22,572 | 39,075 | 50,051 | 46,597 | 85,755 | 99,993 | |||||||||||||||||||||||||||||||||||||||
| $ | 184,143 | $ | 199,182 | $ | 45,772 | $ | 63,943 | $ | 72,107 | $ | 62,219 | $ | 302,022 | $ | 325,344 | ||||||||||||||||||||||||||||||||
| As a percentage of total: | |||||||||||||||||||||||||||||||||||||||||||||||
| Offshore and international | 72 | % | 69 | % | |||||||||||||||||||||||||||||||||||||||||||
| U.S. land | 28 | % | 31 | % | |||||||||||||||||||||||||||||||||||||||||||
Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the first six months of 2026 decreased $18.5 million, or 7%, compared to the first six months of 2025.
Consolidated product costs in the first six months of 2026 decreased $12.2 million, or 7%, compared to the first six months of 2025 due primarily to reduction in revenues. Consolidated service costs in the first six months of 2026 decreased $6.3 million, or 8%, compared to the first six months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.
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Selling, General and Administrative Expense. Selling, general and administrative expense totaled $43.2 million in the first six months of 2026, which compares to expense of $45.5 million in the first six months of 2025. This year-over-year decrease is primarily associated with reduced personnel levels and commissions, partially offset by $1.7 million in executive transition costs.
Depreciation and Amortization Expense. Depreciation and amortization expense in the first six months of 2026 decreased $7.7 million, or 32%, compared to the prior-year period due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.
Impairment of Operating Lease Assets. In the first six months of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $1.4 million in connection with its exit of leased locations. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.
Impairment of Assets Held for Sale. During the first six months of 2026, management made a decision to sell additional equipment, which was reclassified to assets held for sale. The carrying value of these assets held for sale were reduced to their estimated fair value, resulting in the recognition of a $1.4 million non-cash impairment charge. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.
Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets classified as held for sale within Corporate in 2026. During the first six months of 2026, we recognized $3.9 million of facility exit costs associated with assets held for sale within Corporate. Gains recognized on the sale of assets during the first six months of 2026 and 2025 each totaled $4.8 million.
Operating Income. Our consolidated operating income was $16.0 million in the first six months of 2026, which included charges totaling $4.1 million associated with the continued exit of our U.S. land-based facilities, $1.7 million of executive transition costs and $1.4 million in non-cash asset impairment charges. This compares to a consolidated operating income of $10.9 million in the first six months of 2025, which included $1.4 million in operating lease asset impairment charges as well as charges totaling $3.2 million associated with facility consolidations and exits and other management actions. Excluding these charges, operating results improved by $7.6 million year-over-year, driven by a $7.7 million decrease in depreciation and amortization expense and implemented cost reduction measures, partially offset by the impact of the decline in revenue.
Interest Expense, Net. Net interest expense totaled $1.7 million in the first six months of 2026, which compares to $3.3 million in the first six months of 2025. The year-over-year decline in net interest expense was driven by the April 1, 2026 retirement of the 2026 Notes.
Other Income (Expense), Net. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes at a premium and recognized an associated pre-tax loss of $3.6 million.
Income Tax. For the first six months of 2026, our income tax provision was $4.2 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $11.2 million. This compares to an income tax provision of $2.5 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $8.4 million for the first six months of 2025.
Other Comprehensive Income (Loss). Reported comprehensive income is the sum of reported net income and other comprehensive income (loss). Other comprehensive loss was $0.5 million in the first six months of 2026 compared to other comprehensive income of $14.6 million in the first six months of 2025 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For the first six months of 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the first six months of 2026, the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar. This compares to the first six months of 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.
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Segment Operating Results
Offshore Manufactured Products
Revenues. Our Offshore Manufactured Products segment revenues declined $15.0 million, or 8%, in the first six months of 2026 compared to the first six months of 2025 due primarily to lower sales of project-driven connector, valve and crane products, partially offset by higher service activity.
Operating Income. Our Offshore Manufactured Products segment reported operating income of $28.3 million in the first six months of 2026. This compares to operating income of $31.3 million in the first six months of 2025. The $2.9 million decline in operating income was driven primarily by the revenue decline.
Backlog. Backlog in our Offshore Manufactured Products segment totaled $451 million as of June 30, 2026 compared to $435 million as of December 31, 2025. Bookings during the first six months of 2026 were $199 million, yielding a book-to-bill ratio of 1.1x.
Completion and Production Services
Revenues. Our Completion and Production Services segment revenues decreased $18.2 million, or 28%, in the first six months of 2026 compared to the first six months of 2025, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities. Excluding the impact of exited operations, revenues decreased $0.5 million year-over-year.
Operating Income. Our Completion and Production Services segment reported operating income of $7.4 million in the first six months of 2026. This compares to operating income of $5.4 million in the first six months of 2025, which included charges totaling $3.1 million associated with facility consolidations and exits. Excluding the 2025 charges, the Completion and Production Services segment’s operating results declined $1.1 million from the prior-year period, due primarily to a $4.1 million reduction in gains on the sale of assets, partially offset by a $3.4 million reduction in depreciation and amortization expense.
Downhole Technologies
Revenues. Our Downhole Technologies segment revenues increased $9.9 million, or 16%, in the first six months of 2026 from the first six months of 2025, driven by higher demand for perforating and completion products following our new product introductions.
Operating Income (Loss). Our Downhole Technologies segment reported an operating income of $2.3 million in the first six months of 2026. This compares to an operating loss of $6.1 million reported in the first six months of 2025, which included charges totaling $1.2 million primarily associated with the exit of a leased facility. Excluding the 2025 charges, the Downhole Technologies segment operating results improved $7.2 million year-over-year, driven by a $5.0 million reduction in depreciation and amortization expense and contributions from the revenue increase.
Corporate
Operating Loss. Corporate expenses totaled $22.1 million in the first six months of 2026, which included a $4.1 million gain recognized on the sale of a previously idled facility, costs totaling $3.9 million associated with ongoing actions to monetize assets held for sale, $1.7 million of executive transition costs and a $1.4 million impairment of assets held for sale. This compares to Corporate expenses of $19.6 million in the first six months of 2025. Excluding these items, Corporate expenses decreased $0.3 million year-over-year.
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Liquidity, Capital Resources and Other Matters
Our primary liquidity needs are to fund operating and capital expenditures, new product development, general working capital needs and debt repayment. In addition, capital has been used to fund share repurchases and strategic business acquisitions. Our primary sources of funds are cash on-hand, cash flow from operations and proceeds from borrowings under our Cash Flow Credit Agreement, and, less frequently, capital markets transactions and additional contributions from asset sales.
Operating Activities
Cash flows used in operations totaled $8.1 million during the first six months of 2026, compared to $24.3 million generated by operations during the first six months of 2025.
During the first six months of 2026, $34.6 million was used to fund net working capital increases, primarily due to an increase in inventories, a decrease in accounts payable and payment of accrued short- and long-term cash incentive compensation, partially offset by the favorable impact of a decrease in accounts receivable. During the first six months of 2025, $6.1 million was used to fund net working capital increases, which includes a decrease in accounts payable and payment of accrued short- and long-term cash incentive compensation, as well as a decrease in accounts receivable.
Investing Activities
Net cash provided by investing activities during the first six months of 2026 totaled $0.9 million, compared to $6.9 million used in investing activities during the first six months of 2025, with proceeds from asset sales offsetting capital expenditures in 2026.
Capital expenditures totaled $7.1 million and $19.5 million during the first six months of 2026 and 2025, respectively. These investments were offset by proceeds from the sale of property, equipment and assets held for sale of $8.0 million and $12.6 million during the first six months of 2026 and 2025, respectively.
Financing Activities
On January 28, 2026, we entered into the Cash Flow Credit Agreement (further discussed below), which replaced our existing ABL Agreement.
During the first six months of 2026, net cash of $43.3 million was used in financing activities, which included the use of $50.5 million in cash to retire our 2026 Notes, net borrowings of $18.6 million under our Cash Flow Credit Agreement, the purchase of 583,541 shares of our common stock for $5.1 million, shares added to treasury stock as a result of net share settlements associated with the vesting of stock awards and payment of financing cost related to the Cash Flow Credit Agreement. This compares to $29.1 million of cash used in financing activities during the first six months of 2025, which included the purchase of $14.8 million principal amount of our outstanding 2026 Notes for $14.3 million in cash, the repurchase of $12.0 million of our common stock and shares added to treasury stock as a result of net share settlements associated with the vesting of stock awards.
As of June 30, 2026, we had cash and cash equivalents totaling $19.8 million, $18.6 million in borrowings outstanding under our Cash Flow Credit Agreement and other debt of $2.0 million. Our reported interest expense included amortization of deferred financing costs of $0.9 million during the first six months of 2026. For the first six months of 2026, our contractual cash interest expense was $1.4 million, or approximately 7% of the average principal balance of debt outstanding.
We believe that cash on-hand, cash flow from operations and borrowing capacity available under the Cash Flow Credit Agreement will be sufficient to meet our liquidity needs in the coming twelve months. If our plans or assumptions change, or are inaccurate, we may need to raise additional capital from other sources. Our ability to obtain capital to repay debt, for general liquidity needs and for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global banking and financial markets and other factors, many of which are beyond our control. For companies like ours that support the energy industry, disruptions affecting the availability of capital have in the past and may in the future negatively impact the value of our common stock and may reduce our ability to access capital in the bank and capital markets or result in such capital being available on less favorable terms, which could negatively affect our liquidity.
35
Stock Repurchase Program. In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 2026. Subject to applicable securities laws, such purchases will be at such times and in such amounts as we deem appropriate.
During the six months ended June 30, 2026, $5.1 million in repurchases of common stock were made under this program. The amount remaining under our share repurchase authorization as of June 30, 2026 was $19.6 million.
Revolving Credit and Term Loan Facilities. On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto. The Cash Flow Credit Agreement provides for aggregate lender commitments of up to: $75.0 million under the Revolving Credit Facility and $50.0 million under the multi-draw Term Loan Facility, which was available for a six-month period. Subsequent to June 30, 2026, we repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility. The remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026. The Cash Flow Credit Agreement replaced the ABL Agreement discussed below and matures in January 2030. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.
Prior to entering into the Cash Flow Credit Agreement, our senior secured credit facility provided for a $100.0 million asset-based revolving credit facility under which credit availability was subject to a borrowing base calculation.
As of June 30, 2026, we had $18.6 million borrowings outstanding under the Cash Flow Credit Agreement and $16.7 million of outstanding letters of credit. As of July 28, 2026, we had $26.2 million in borrowings outstanding under the Cash Flow Credit Agreement and $15.9 million of outstanding letters of credit, leaving $52.9 million available to be drawn.
2026 Notes. We issued $135.0 million aggregate principal amount of the 2026 Notes pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between us and Computershare Trust Company, National Association, as successor trustee. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes, with a combination of $50.5 million of cash and the issuance of 529,428 shares of our common stock (with a fair value of $5.9 million). With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.
Our total debt represented 3% and 9% of our combined total debt and stockholders’ equity as of June 30, 2026 and December 31, 2025, respectively.
Contingencies and Other Obligations. We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters.
See Note 11, “Commitments and Contingencies,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.
Off-Balance Sheet Arrangements. As of June 30, 2026, we had no off-balance sheet arrangements.
Critical Accounting Policies
For a discussion of the critical accounting policies and estimates that we use in the preparation of our condensed consolidated financial statements, see “Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025. These estimates require significant judgments, assumptions and estimates. We have discussed the development, selection, and disclosure of these critical accounting policies and estimates with the audit committee of our Board of Directors. There have been no material changes to the judgments, assumptions and estimates upon which our critical accounting estimates are based.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by us as of the specified effective date. Management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk refers to the potential losses arising from changes in interest rates, foreign currency exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility.
Our principal market risks are our exposure to changes in interest rates and foreign currency exchange rates. We enter into derivative instruments only to the extent considered necessary to meet risk management objectives and do not use derivative contracts for speculative purposes.
Interest Rate Risk. We have a revolving credit facility and a term loan facility that are subject to the risk of higher interest charges associated with increases in interest rates. As of June 30, 2026, we had $18.6 million in floating-rate obligations outstanding under our Cash Flow Credit Agreement. The use of floating-rate obligations would expose us to the risk of increased interest expense in the event of increases in short-term interest rates. If the floating interest rates increased by 1% from June 30, 2026 levels, our consolidated interest expense would increase by a total of approximately $0.2 million annually.
Foreign Currency Exchange Rate Risk. Our operations are conducted in various countries around the world and we receive revenue from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than the U.S. dollar, which is our functional currency, or (ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. In order to mitigate the effects of foreign currency exchange rate risks in areas outside of the United States (primarily in our Offshore Manufactured Products segment), we generally pay a portion of our expenses in local currencies and a substantial portion of our contracts provide for collections from customers in U.S. dollars. During the first six months of 2026, our reported foreign currency exchange gains were $0.3 million and are included in “other operating income, net” in the consolidated statements of operations.
Accumulated other comprehensive loss, reported as a component of stockholders’ equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of our operating segments. Our accumulated other comprehensive loss increased $0.5 million from $66.3 million as of December 31, 2025 to $66.8 million as of June 30, 2026, due to changes in currency exchange rates. During the first six months of 2026, the exchange rate for the British pound weakened by 2% compared to the U.S. dollar, while the Brazilian real strengthened by 6% compared to the U.S. dollar.
ITEM 4. Controls and Procedures
(i) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 at the reasonable assurance level.
(ii) Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
The information with respect to this Item 1 is set forth under Note 11, “Commitments and Contingencies.”
ITEM 1A. Risk Factors
“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors. The risks described in such report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may materially adversely affect our business, financial conditions or future results. There have been no material changes to our risk factors as set forth in our 2025 Annual Report on Form 10-K, as amended by our 2025 Annual Report on Form 10-K/A.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| April 1 through April 30, 2026 | — | $ | — | — | $ | 24,697,602 | ||||||||||||||||||||
| May 1 through May 31, 2026 | 511,245 | 8.83 | 511,245 | 20,182,723 | ||||||||||||||||||||||
| June 1 through June 30, 2026 | 72,296 | 8.10 | 72,296 | 19,597,354 | ||||||||||||||||||||||
| Total | 583,541 | $ | 8.74 | 583,541 | ||||||||||||||||||||||
________________
(1)Average price paid per share excludes the impact of excise taxes.
(2)In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 2026. As of June 30, 2026, $30.4 million of share repurchases have been made under this authorization.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, no director or executive officer adopted terminated
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ITEM 6. Exhibits
| Exhibit No. | Description | |||||||
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| 101.INS* | — | XBRL Instance Document | ||||||
| 101.SCH* | — | XBRL Taxonomy Extension Schema Document | ||||||
| 101.CAL* | — | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||
| 101.DEF* | — | XBRL Taxonomy Extension Definition Linkbase Document | ||||||
| 101.LAB* | — | XBRL Taxonomy Extension Label Linkbase Document | ||||||
| 101.PRE* | — | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
| 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||
---------
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| + | Management contracts or compensatory plans or arrangements | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OIL STATES INTERNATIONAL, INC. | |||||||||||||||||
| Date: | July 30, 2026 | By: | /s/ Matthew E. Autenrieth | ||||||||||||||
Matthew E. Autenrieth | |||||||||||||||||
| Executive Vice President, Chief Financial Officer and | |||||||||||||||||
| Treasurer (Duly Authorized Officer and Principal Financial Officer) | |||||||||||||||||
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EXHIBIT 10.3
THE SECOND AMENDED AND RESTATED EQUITY PARTICIPATION PLAN
OF OIL STATES INTERNATIONAL, INC.
DIRECTOR DEFERRED STOCK GRANT NOTICE
Pursuant to the terms and conditions of The Second Amended and Restated Equity Participation Plan of Oil States International, Inc., as amended from time to time (the “Plan”), Oil States International, Inc. (the “Company”) hereby grants to the individual listed below (“you” or “Director”) a Deferred Stock award in the form of deferred stock units for which the Director has made an irrevocable election to defer receipt in accordance with the terms hereof . This Deferred Stock award (this “Award”) is subject to the terms and conditions set forth herein and in the Deferred Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the Plan, and the Deferred Stock Unit Award Election Form executed by Director in the calendar year preceding the Date of Grant set forth below and relating to this Award (the “Election Form”), each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Director: | [_______________] | ||||
Date of Grant: | [_______________] | ||||
Total Number of Deferred Stock Units: | [_______________] | ||||
Vesting Schedule: | Subject to the terms of the Agreement, the Award shall vest in full on the earlier of (i) the date immediately preceding the date of the next Annual Meeting of Stockholders of the Company following the Date of Grant provided that Director has continuously served as a member of the Board from the Date of Grant through the date immediately preceding the date of such Annual Meeting of Stockholders of the Company, and (ii) the first anniversary of the Date of Grant. | ||||
Director: (i) agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Election Form; (ii) acknowledges that he or she has reviewed the Plan, this Grant Notice, the Agreement and the Election Form in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Election Form; (iii) hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice, the Agreement or the Election Form; and (iv) represents that his or her spouse, civil union partner or registered domestic partner (to the extent applicable) has reviewed and consented to the terms and conditions of this Grant Notice, the Plan, the Agreement and the Election Form. The Director will indemnify and hold harmless the Company and its affiliates, successors and assigns, from and against any and all claims, liabilities, obligations, damages, losses, costs and expenses whatsoever (including reasonable attorney’s fees and disbursements) arising out of or resulting from any and all claims, liabilities, obligations, damages, losses, costs and expenses, claimed or demanded by any current or former spouse, civil union partner or registered domestic partner of the Director and arising or resulting from this Grant Notice, the Election Form, the Plan, the Agreement or any grants awarded thereunder.
IN WITNESS WHEREOF, the Company has caused this Grant Notice to be duly executed by an officer thereunto duly authorized, and Director has executed this Grant Notice, all effective as of the Date of Grant set forth above.
| OIL STATES INTERNATIONAL, INC. | |||||||||||
| By: | |||||||||||
| Lloyd A. Hajdik | |||||||||||
| President and Chief Executive Officer | |||||||||||
| DIRECTOR | |||||||||||
EXHIBIT A
DEFERRED STOCK UNIT AGREEMENT
This Deferred Stock Unit Agreement (this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Oil States International, Inc., a Delaware corporation (the “Company”), and [_______________] (“Director”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
1. Award. In consideration of Director’s past and/or continued service to the Company or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby grants to Director the number of deferred stock units set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement, the Plan and the Election Form (the Grant Notice, Plan and Election Form are each incorporated herein by reference as a part of this Agreement). In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each deferred stock unit represents the right to receive one share of Common Stock at the times and subject to the terms and conditions set forth in the Grant Notice, this Agreement, the Plan and the Election Form. Unless and until the deferred stock units have become vested in the manner set forth in the Grant Notice, Director will have no right to receive any Common Stock or other payments in respect of the deferred stock units. Prior to settlement of this Award, the deferred stock units and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.
2. Vesting of Deferred Stock Units.
(a) Except as otherwise set forth in this Section 2, the deferred stock units shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the deferred stock units have vested in accordance with such vesting schedule, Director will have no right to receive any dividends or other distribution with respect to the deferred stock units. In the event of the termination of Director’s service on the Board for any reason prior to the vesting of all of the deferred stock units (but after giving effect to any accelerated vesting pursuant to this Section 2), any unvested deferred stock units (and all rights arising from such deferred stock units and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
(b) Notwithstanding anything in the Grant Notice, this Agreement, the Plan or the Election Form to the contrary, the deferred stock units shall immediately become fully vested upon (i) the date upon which a Change of Control occurs if such Change of Control occurs while Director is serving as a member of the Board and (ii) the date of termination of Director’s service on the Board by reason of Director’s death or disability such that Director is incapable of serving on the Board for physical or mental reasons, as shall be determined by the Committee in its sole discretion, and its determination shall be final.
3. Settlement of Deferred Stock Units. The Company shall deliver to Director (or Director’s permitted transferee, if applicable) a number of shares of Common Stock equal to the number of deferred stock units subject to this Award that become vested, and such delivery shall occur on the date elected by Director in the Election Form. Any fractional deferred stock unit that becomes vested hereunder shall be rounded down at the time shares of Common Stock are issued in settlement of such deferred stock unit. No fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock, will be issuable or payable to Director pursuant to this Agreement. All shares of Common Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to Director or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The value of shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
4. Dividend Equivalent Rights. Each deferred stock unit subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Date of Grant until the earlier of the settlement or forfeiture of the deferred stock unit to which it corresponds. Each Dividend Equivalent shall entitle Director to receive payments, subject to and in accordance with this Agreement, in an amount equal to any ordinary cash dividends paid by the Company in respect of the shares of Common Stock underlying the deferred stock unit to which such Dividend Equivalent relates. All such payments shall be credited to Director in cash on a bookkeeping account maintained by the Company and shall be subject to the same applicable terms and conditions (including vesting, time of
Exhibit A-1
payment and forfeitability) as apply to the deferred stock units based on which the Dividend Equivalents were credited, and such amount shall be paid in cash (without interest) as the same time as the deferred stock units to which they relate are settled.
5. Rights as Stockholder. Neither Director nor any person claiming under or through Director shall have any of the rights or privileges of a holder of shares of Common Stock in respect of any shares that may become deliverable hereunder unless and until certificates representing such shares have been issued or recorded in book entry form on the records of the Company or its transfer agents or registrars, and delivered in certificate or book entry form to Director or any person claiming under or through Director.
6. Non-Transferability. During the lifetime of Director, the deferred stock units may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying the deferred stock units have been issued, and all restrictions applicable to such shares have lapsed. Neither the deferred stock units nor any interest or right therein shall be liable for the debts, contracts or engagements of Director or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
7. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Common Stock hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. No shares of Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, shares of Common Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Common Stock hereunder will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance of Common Stock hereunder, the Company may require Director to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.
8. Legends. If a stock certificate is issued with respect to shares of Common Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and Exchange Commission (“SEC”), any applicable laws or the requirements of any stock exchange on which the Common Stock is then listed. If the shares of Common Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.
9. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Common Stock or other property to Director or Director’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require Director or Director’s legal representative, heir, legatee or distributee to execute a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested deferred stock units.
10. No Right to Continued Service or Awards.
(a) Nothing in the adoption of the Plan, nor the award of the deferred stock units thereunder pursuant to the Grant Notice and this Agreement, shall confer upon Director the right to a continued service relationship with the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such service relationship at any time.
Exhibit A-2
(b) The grant of the deferred stock units is a one-time benefit and does not create any contractual or other right to receive a grant of awards under the Plan or benefits in lieu of such awards in the future. Future awards will be at the sole discretion of the Company.
11. Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Director, such notices or communications shall be effectively delivered if hand delivered to Director at Director’s principal residence or if sent by registered or certified mail to Director at the last address Director has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the Company at its principal executive offices.
12. Agreement to Furnish Information. Director agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.
13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of Director shall be effective only if it is in writing and signed by both Director and an authorized officer of the Company.
14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of law principles thereof.
15. Successors and Assigns. The Company may assign any of its rights under this Agreement without Director’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon Director and Director's beneficiaries, executors, administrators and the person(s) to whom the deferred stock units may be transferred by will or the laws of descent or distribution.
16. Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Common Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.
17. Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
18. Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.
19. Compliance with Section 409A of the Code. This Agreement shall be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A of the Code (“Section 409A”) to the maximum extent possible. In addition, if Director must be treated as a “specified employee” (within the meaning of Section 409A), any payment made on account of Director’s “separation from service” (within the meaning of Section 409A) will be made at the time specified above in Section 3 or, if later, on the date that is six months and one day following the date of Director’s separation from service. To the extent that the Board determines that the Plan or this Award fails to comply with the requirements of Section 409A, the Board reserves the right (without any obligation to do so) to amend or terminate the Plan and/or amend, restructure, terminate or replace this Award in order to cause this Award either to not be subject to Section 409A or to comply with the applicable provisions of such section.
[Remainder of Page Intentionally Blank]
Exhibit A-3
EXHIBIT 10.4
DIRECTOR
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is made as of the [______________] (the “Effective Date”) between Oil States International, Inc., a Delaware corporation (the “Company”), and [______________] (“Director”).
To carry out the purposes of The Second Amended and Restated Equity Participation Plan of Oil States International, Inc. (the “Plan”), by affording Director the opportunity to acquire shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Director hereby agree as follows:
1. Award of Shares. Upon execution of this Agreement, the Company shall issue [______________] shares of Stock to Director. Director acknowledges receipt of a copy of the Plan, and agrees that this award of Stock shall be subject to all of the terms and conditions set forth herein and in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.
2. Forfeiture Restrictions. The Stock issued to Director pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Director’s service on the Board of Directors of the Company (the “Board”) for any reason (other than as provided below), automatically upon such termination Director shall, for no consideration, forfeit to the Company all such Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Stock to the Company upon termination of service on the Board are herein referred to as “Forfeiture Restrictions,” and the shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Shares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of such Stock. The Forfeiture Restrictions shall lapse as to the Restricted Shares on the earlier of (i) the date immediately preceding the date of the next Annual Meeting of Stockholders of the Company following the Effective Date provided that Director has continuously served as a member of the Board from the Effective Date through the date immediately preceding the date of such Annual Meeting of Stockholders of the Company, (ii) the date upon which a Change of Control (as such term is defined in the Plan) occurs if such Change of Control occurs while Director is serving as a member of the Board, or (iii) the date of termination of Director’s service on the Board due to his death or due to disability such that Director is incapable of serving on the Board for physical or mental reasons, as shall be determined by the Committee in its sole discretion, and its determination shall be final.
3. Book-Entry Shares and Ownership Rights. The Company (or its designated transfer agent) will complete the delivery of the Restricted Shares by means of electronic, book-entry statement, rather than issuing physical share certificates, and the Restricted Shares will remain in such book-entry form until the award becomes vested and no longer subject to any Forfeiture Restrictions under this Agreement. The Company may place any legends or notations on the book-entry records as it deems necessary or appropriate to reflect the terms, conditions and restrictions applicable to the Restricted Shares. The Director shall have no right to receive physical stock certificates representing any shares of Stock subject to the Restricted Shares prior to settlement. From and after the Effective Date, unless Director forfeits the Restricted Shares prior to settlement, Director will be entitled to all the rights of absolute ownership of the Restricted Shares granted under this Agreement, including the right to vote those shares; provided, however, that in the event any dividends paid by the Company with respect to the Restricted Shares prior to the expiration of the Forfeiture Restrictions shall be held in escrow by the Company and paid to Director, if at all, at the time the Forfeiture Restrictions expire on the Restricted Shares for which the dividend accrued.
4. Consideration. It is understood that the consideration for the issuance of Restricted Shares shall be Director’s agreement to render future services on the Board, which services shall have a value not less than the par value of such Restricted Shares.
5. Status of Stock. Director agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Director also agrees (i) that the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities laws and (ii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.
6. Service Relationship. For purposes of this Agreement, Director shall be considered to be in service on the Board as long as Director remains a Director of the Company, or any successor thereto. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final.
7. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Shares.
8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Director.
9. Non-Alienation. Director shall not have any right to pledge, hypothecate, anticipate or assign this Agreement or the rights hereunder, except by will or the laws of descent and distribution.
10. Not a Service Contract. This Agreement shall not be deemed to constitute a service contract, nor shall any provision hereof affect (a) the right to terminate Director’s service on the Board in accordance with the Company’s by-laws and applicable law or (b) the terms and conditions of any other agreement between the Company and Director except as expressly provided herein.
11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
12. Amendment. Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of Director shall be effective only if it is in writing and signed by both Director and an authorized officer of the Company.
13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Director has executed this Agreement, all effective as of the Effective Date.
| OIL STATES INTERNATIONAL, INC. | |||||||||||
| By: | |||||||||||
| Lloyd A. Hajdik | |||||||||||
| President and Chief Executive Officer | |||||||||||
| DIRECTOR | |||||||||||
-2-
EXHIBIT 31.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF OIL STATES INTERNATIONAL, INC.
PURSUANT TO RULE 13a–14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Lloyd A. Hajdik, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);
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 Registrant as of, and for, the periods presented in this report;
4.The Registrant’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 Registrant 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 Registrant, 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 Registrant’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 Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’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 Registrant’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 Registrant’s internal control over financial reporting.
/s/ Lloyd A. Hajdik | |||||||||||
| Name: | Lloyd A. Hajdik | ||||||||||
| President and Chief Executive Officer | |||||||||||
| Date: | July 30, 2026 | ||||||||||
EXHIBIT 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF OIL STATES INTERNATIONAL, INC.
PURSUANT TO RULE 13a–14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Matthew E. Autenrieth, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);
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 Registrant as of, and for, the periods presented in this report;
4.The Registrant’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 Registrant 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 Registrant, 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 Registrant’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 Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’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 Registrant’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 Registrant’s internal control over financial reporting.
/s/ Matthew E. Autenrieth | |||||||||||
| Name: | Matthew E. Autenrieth | ||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
| Date: | July 30, 2026 | ||||||||||
EXHIBIT 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF OIL STATES INTERNATIONAL, INC.
PURSUANT TO 18 U.S.C. § 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 Oil States International, Inc. for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lloyd A. Hajdik, President and Chief Executive Officer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, 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.
/s/ Lloyd A. Hajdik | |||||||||||
| Name: | Lloyd A. Hajdik | ||||||||||
| President and Chief Executive Officer | |||||||||||
| Date: | July 30, 2026 | ||||||||||
EXHIBIT 32.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF OIL STATES INTERNATIONAL, INC.
PURSUANT TO 18 U.S.C. § 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 Oil States International, Inc. for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew E. Autenrieth, Executive Vice President, Chief Financial Officer and Treasurer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, 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.
/s/ Matthew E. Autenrieth | |||||||||||
| Name: | Matthew E. Autenrieth | ||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
| Date: | July 30, 2026 | ||||||||||