Oil States International, Inc 10-K/A for FY2025

Oil States International, Inc (OIS)

10-K/A 2026-03-26 For: 2025-12-31

Added on April 11, 2026

About this 10-K/A

Oil States International, Inc filed this 10-K/A on March 26, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $668.99M; down 3.4% from $692.59M a year earlier
Net loss: $109.38M; compared with a net loss of $11.26M a year earlier
Diluted EPS: -$1.86; compared with -$0.18 a year earlier

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


Exhibit No.		Description

3.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2023, as filed with the SEC on July 27, 2023 (File No. 001‑16337)).

3.2	—	Fifth Amended and Restated Bylaws of Oil States International, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2022, as filed with the SEC on February 17, 2023 (File No. 001‑16337)).

4.1	—	Form of common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S‑1, as filed with the SEC on November 7, 2000 (File No. 333‑43400)).

4.3	—	Indenture, dated March 19, 2021, by and among Oil States International, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 4.75% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on March 22, 2021 (File No. 001-16337)).

4.4	—	Description of Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 21, 2020 (File No. 001-16337)).

10.1+	—	Amended and Restated Equity Participation Plan of Oil States International, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)).

10.2	—	Form of Deferred Stock Award Election under the Company’s Amended and Restated Equity Participation Plan. (incorporated by Reference to Exhibit 10.2 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the SEC on February 22, 2022 (File No. 001‑16337)).

10.3	—	Form of Non-Employee Director Deferred Stock Grant Notice and Agreement under the Company’s Amended and Restated Equity Participation Plan. (incorporated by Reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025, as filed with the SEC on October 31, 2025 (File No. 001‑16337)).

10.4+	—	Deferred Compensation Plan effective January 1, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013, as filed with the SEC on April 25, 2013 (File No. 001‑16337)).

10.5+	—	Annual Incentive Compensation Plan, dated January 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016, as filed with the SEC on February 17, 2017 (File No. 001‑16337)).

10.6+	—	Executive Agreement between Oil States International, Inc. and Cindy B. Taylor (incorporated by Reference to Exhibit 10.9 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001‑16337)).

10.7+	—	Form of Change of Control Severance Plan for Selected Members of Management (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S‑1, as filed with the SEC on December 12, 2000 (File No. 333‑43400)).


10.8	—	Asset-based Credit Agreement, dated as of February 10, 2021, among Oil States International, Inc., as Borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 12, 2021 (File No. 001-16337)).

10.9	—	Second Amendment to Credit Agreement, dated December 13, 2022, among Oil States International, Inc., as Borrower, the Lenders from time to time hereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 17, 2023 (File No. 001-16337)).

10.10	—	Third Amendment to Credit Agreement, dated February 16, 2024, among Oil States International, Inc., as Borrower, the Lenders from time to time hereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013, as filed with the SEC on February 21, 2014 (File No. 001‑16337)).

10.11	—	Fifth Amendment to Credit Agreement, dated July 28, 2025, among Oil States International, Inc., as Borrower, the Lenders from time to time thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on July 31, 2025 (File No. 001-16337)).

10.12	—	Amended and Restated Credit Agreement, dated January 28, 2026, among Oil States International Inc., as Borrower, the Lenders from time to time thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 28, 2026 (File No. 001-16337)).

10.13	—	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2004, as filed with the SEC on November 5, 2004 (File No. 001‑16337)).

10.14+	—	Form of Director Stock Option Agreement under the Company’s 2001 Equity Participation Plan (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, as filed with the SEC on March 2, 2005 (File No. 001‑16337)).

10.15+	—	Form of Employee Nonqualified Stock Option Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)).

10.16+	—	Form of Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025 (File No. 001-16337)).

10.17+	—	Form of Performance Award Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025 (File No. 001-16337)).

10.18+	—	Form of Cash Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on April 29, 2021 (File No. 001-16337)).

10.19+	—	Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.21 to the Company’s Report on Form 8‑K as filed with the SEC on November 15, 2006 (File No. 001‑16337)).

10.20+	—	Form of Non-Employee Director Restricted Stock Agreement under the Company’s Amended and Restated Equity Participation Plan (incorporated by Reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025, as filed with the SEC on October 31, 2025 (File No. 001‑16337)).

10.21+	—	Amendment to the Executive Agreement of Cindy Taylor, effective January 1, 2009 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008, as filed with the SEC on February 20, 2009 (File No. 001‑16337)).

10.22+	—	Executive Agreement between Oil States International, Inc. and named executive officer (Lloyd A. Hajdik) effective December 9, 2013 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013, as filed with the SEC on February 25, 2014 (File No. 001‑16337)).

10.23+	—	Executive Agreement between Oil States International, Inc. and named executive officer (Philip S. Moses) effective July 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K, as filed with the SEC on July 8, 2015 (File No. 001‑16337)).

10.24+	—	Executive Agreement between Oil States International, Inc. and named executive officer (Brian E. Taylor) effective May 10, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K, as filed with the SEC on May 13, 2022 (File No. 001‑16337)).


10.25+	—	Annual Incentive Compensation Plan, dated January 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 1, 2020 (File No. 001-16337)).

19.1	—	Oil States International, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025 (File No. 001-16337)).

21.1*	—	List of subsidiaries of the Company .

23.1*	—	Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).

24.1*	—	Powers of Attorney for Directors.

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

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

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

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

97.1	—	Incentive-Based Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 21, 2024 (File No. 001-16337)).

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

104.1*	—	Cover Page Interactive Data File (embedded within the Inline XBRL document)


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


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


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



			By			/s/ Cindy B. Taylor
						Cindy B. Taylor
						President and Chief Executive Officer


Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 34)			9

Consolidated Statements of Operations			13
Consolidated Statements of Comprehensive Income (Loss)			14
Consolidated Balance Sheets			15
Consolidated Statements of Stockholders’ Equity			16
Consolidated Statements of Cash Flows			17
Notes to Consolidated Financial Statements			18


	Year Ended December 31,
		2025		2024		2023
Revenues:
Products		$	436,397	$	402,565	$	418,550
Services		232,591		290,023		363,733
		668,988		692,588		782,283

Costs and expenses:
Product costs		367,397		314,628		328,815
Service costs		168,337		221,573		278,073
Cost of revenues (exclusive of depreciation and amortization expense presented below)		535,734		536,201		606,888
Selling, general and administrative expense		90,425		95,009		94,185
Depreciation and amortization expense		47,439		54,708		60,778




Long-lived and other asset impairments		100,321		24,554		—
Other operating income, net		(6,960)		(16,195)		(2,732)
		766,959		694,277		759,119
Operating income (loss)		(97,971)		(1,689)		23,164

Interest expense		(7,713)		(8,801)		(9,570)
Interest income		1,861		1,070		1,381

Other income, net		1,291		1,568		849
Income (loss) before income taxes		(102,532)		(7,852)		15,824
Income tax provision		(6,845)		(3,406)		(2,933)
Net income (loss)		$	(109,377)	$	(11,258)	$	12,891

Net income (loss) per share:
Basic		$	(1.86)	$	(0.18)	$	0.20
Diluted		(1.86)		(0.18)		0.20

Weighted average number of common shares outstanding:
Basic		58,697		62,004		62,690
Diluted		58,697		62,004		63,152


	December 31, 2025		December 31, 2024

ASSETS

Current assets:
Cash and cash equivalents	$	69,914	$	65,363
Accounts receivable, net	202,445		194,336
Inventories, net	183,409		214,836
Assets held for sale	17,350		6,492
Prepaid expenses and other current assets	22,173		17,199
Total current assets	495,291		498,226

Property, plant, and equipment, net	244,382		266,871
Operating lease assets, net	12,731		19,537
Goodwill, net	70,524		69,709
Other intangible assets, net	31,455		125,862
Other noncurrent assets	29,048		24,903
Total assets	$	883,431	$	1,005,108

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	53,370	$	633
Accounts payable	68,090		57,708
Accrued liabilities	38,480		36,861
Current operating lease liabilities	7,286		7,284
Income taxes payable	1,759		2,818
Deferred revenue	97,195		52,399
Total current liabilities	266,180		157,703

Long-term debt	1,670		124,654
Long-term operating lease liabilities	12,654		17,989
Deferred income taxes	5,765		5,350
Other noncurrent liabilities	23,971		18,758
Total liabilities	310,240		324,454

Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 80,538,758 shares and 78,605,848 shares issued, respectively	805		786
Additional paid-in capital	1,145,642		1,137,949
Retained earnings	164,283		273,660
Accumulated other comprehensive loss	(66,264)		(79,532)
Treasury stock, at cost, 20,882,840 and 17,112,853 shares, respectively	(671,275)		(652,209)
Total stockholders’ equity	573,191		680,654
Total liabilities and stockholders’ equity	$	883,431	$	1,005,108


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, December 31, 2022	$	766	$	1,122,292	$	272,027	$	(78,941)	$	(626,586)	$	689,558
Net income	—		—		12,891		—		—		12,891
Currency translation adjustments (excluding intercompany advances)	—		—		—		6,822		—		6,822
Currency translation adjustment on intercompany advances	—		—		—		2,135		—		2,135
Stock-based compensation expense	6		6,948		—		—		—		6,954
Surrender of stock to settle taxes on restricted stock awards	—		—		—		—		(1,948)		(1,948)
Stock repurchases	—		—		—		—		(6,867)		(6,867)
Balance, December 31, 2023	772		1,129,240		284,918		(69,984)		(635,401)		709,545
Net loss	—		—		(11,258)		—		—		(11,258)
Currency translation adjustments (excluding intercompany advances)	—		—		—		(2,768)		—		(2,768)
Currency translation adjustment on intercompany advances	—		—		—		(6,780)		—		(6,780)
Stock-based compensation expense	14		8,709		—		—		—		8,723
Surrender of stock to settle taxes on restricted stock awards	—		—		—		—		(2,596)		(2,596)
Stock repurchases	—		—		—		—		(14,212)		(14,212)
Balance, December 31, 2024	786		1,137,949		273,660		(79,532)		(652,209)		680,654
Net loss	—		—		(109,377)		—		—		(109,377)
Currency translation adjustments (excluding intercompany advances)	—		—		—		8,321		—		8,321
Currency translation adjustments on intercompany advances	—		—		—		4,947		—		4,947
Stock-based compensation expense	19		7,693		—		—		—		7,712
Surrender of stock to settle taxes on restricted stock awards	—		—		—		—		(2,458)		(2,458)
Stock repurchases	—		—		—		—		(16,608)		(16,608)
Balance, December 31, 2025	$	805	$	1,145,642	$	164,283	$	(66,264)	$	(671,275)	$	573,191


	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate		Total
Year Ended December 31, 2025
Impairments of:
Intangible assets	$	—	$	—	$	80,248	$	—	$	80,248
Operating lease assets	—		1,307		3,086		—		4,393
Property, plant and equipment	—		—		8,605		—		8,605
Assets held for sale	—		—		—		7,075		7,075
Inventories	—		—		20,798		—		20,798
Facility consolidation and exit, and other charges	1,608		9,480		252		298		11,638
Net gains on extinguishment of debt	—		—		—		(120)		(120)
Pre-tax totals	$	1,608	$	10,787	$	112,989	$	7,253	132,637
Income tax benefit									1,701
After-tax total									$	130,936

Year Ended December 31, 2024
Impairments of:
Goodwill	$	—	$	—	$	10,000	$	—	$	10,000
Intangible assets	—		10,787		—		—		10,787
Operating lease assets	—		3,280		487		—		3,767
Facility consolidation and exit, and other charges	3,364		7,442		123		34		10,963
Patent defense costs	—		2,753		—		—		2,753
Gains on disposition of property held for sale	—		—		—		(15,316)		(15,316)
Net gains on extinguishment of debt	—		—		—		(515)		(515)
Pre-tax totals	$	3,364	$	24,262	$	10,610	$	(15,797)	22,439
Income tax benefit									430
After-tax total									$	22,009


	December 31, 2025			December 31, 2024
Accounts receivable, net:
Trade	$	127,607		$	128,167
Unbilled revenue	21,870			22,242
Contract assets	47,349			40,101
Other	8,409			6,440
Total accounts receivable	205,235			196,950
Allowance for doubtful accounts	(2,790)			(2,614)
	$	202,445		$	194,336

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


	December 31, 2025		December 31, 2024
Deferred revenue (contract liabilities)	$	97,195	$	52,399


	Year Ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income (loss)	$	(109,377)	$	(11,258)	$	12,891
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	47,439		54,708		60,778




Impairments of long-lived assets, goodwill and assets held for sale	100,321		24,554		—
Impairment of inventories	20,798		—		—
Stock-based compensation expense	7,712		8,723		6,954
Amortization of deferred financing costs	1,515		1,497		1,798
Deferred income tax provision (benefit)	585		(2,356)		226
Gains on disposals of assets	(7,701)		(18,333)		(4,075)
Net gains on extinguishment of 4.75% convertible senior notes	(120)		(515)		—
Other, net	(2,360)		(452)		(1,001)
Changes in operating assets and liabilities:
Accounts receivable	(4,140)		5,191		17,132
Inventories	3,184		(14,704)		(19,793)
Accounts payable and accrued liabilities	5,877		(19,382)		(11,743)
Deferred revenue	44,796		15,642		(8,033)
Other operating assets and liabilities, net	(3,406)		2,579		1,441
Net cash flows provided by operating activities	105,123		45,894		56,575

Cash flows from investing activities:
Capital expenditures	(31,191)		(37,508)		(30,653)
Proceeds from disposition of property and equipment	11,836		5,594		5,253
Proceeds from disposition of assets held for sale	8,409		35,070		—

Other, net	(108)		(454)		(186)
Net cash flows provided by (used in) investing activities	(11,054)		2,702		(25,586)

Cash flows from financing activities:
Revolving credit facility borrowings	564		22,739		35,816
Revolving credit facility repayments	(564)		(22,739)		(35,816)
Purchases of 4.75% convertible senior notes	(70,440)		(10,846)		—
Repayment of 1.50% convertible senior notes	—		—		(17,315)


	December 31, 2025		December 31, 2024
Inventories, net:
Finished goods and purchased products	$	84,572	$	110,850
Work in process	33,281		34,539
Raw Materials	95,691		108,421
Total inventories	213,544		253,810
Allowance for excess or obsolete inventories	(30,135)		(38,974)
	$	183,409	$	214,836


	Estimated Useful Life (years)			December 31, 2025		December 31, 2024
Property, plant and equipment, net:
Land				$	34,489	$	28,721
Buildings and leasehold improvements	1	–	40	210,134		219,990
Machinery and equipment	2	–	28	234,187		240,955
Completion-related equipment	2	–	10	123,636		134,593
Office furniture and equipment	2	–	10	33,596		36,128
Vehicles	3	–	10	14,177		47,315
Construction in progress				16,668		26,846
Property, plant and equipment				666,887		734,548
Accumulated depreciation				(422,505)		(467,677)
				$	244,382	$	266,871


	2025						2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	123,073	$	107,300	$	15,773	$	122,859	$	55,534	$	67,325
Patents/Technology/Know-how	68,999		59,605		9,394		70,206		39,699		30,507
Tradenames and other	47,752		41,464		6,288		47,729		19,699		28,030
	$	239,824	$	208,369	$	31,455	$	240,794	$	114,932	$	125,862


	December 31, 2025		December 31, 2024
Other noncurrent assets:
Deferred compensation plan	$	22,564	$	18,245
Deferred financing costs	997		1,619
Deferred income taxes	2,057		1,964
Other	3,430		3,075
	$	29,048	$	24,903


	December 31, 2025		December 31, 2024
Accrued liabilities:
Accrued compensation	$	23,573	$	22,350
Accrued taxes, other than income taxes	872		1,234
Insurance liabilities	2,972		3,383
Accrued interest	599		1,555
Accrued commissions	2,715		3,237
Other	7,749		5,102
	$	38,480	$	36,861


	Offshore Manufactured Products		Downhole Technologies		Total
Balance as of December 31, 2023(1)	$	79,867	$	—	$	79,867
Goodwill associated with transferred operations(2)	(10,000)		10,000		—
Impairment of goodwill(2)	—		(10,000)		(10,000)
Foreign currency translation	(158)		—		(158)
Balance as of December 31, 2024(1)	69,709		—		69,709







Foreign currency translation	815		—		815
Balance as of December 31, 2025(1)	$	70,524	$	—	$	70,524


	December 31, 2025		December 31, 2024
Revolving credit facility(1)	$	—	$	—
2026 Notes(2)	52,650		122,505
Other debt and finance lease obligations	2,390		2,782
Total debt	55,040		125,287
Less: Current portion	(53,370)		(633)
Total long-term debt	$	1,670	$	124,654


	Principal Amount	Carrying Value of Liability	Cash Paid	Non-cash Pre-tax Gains (Losses) Recognized


Year Ended December 31, 2025	70,766	70,560	70,440	120
Year Ended December 31, 2024	11,500	11,361	10,846	515


2026	$	8,201
2027	6,084
2028	3,719
2029	2,483
2030	1,349
Thereafter	—
Total lease payments	21,836
Less: Imputed interest	(1,896)
Present value of operating lease liabilities	19,940
Less: Current portion	(7,286)
Total long-term operating lease liabilities	$	12,654


Weighted-average remaining lease term (years)	3.3
Weighted-average discount rate	7	%


	Issued	Treasury Stock	Outstanding
Shares of common stock outstanding – December 31, 2023	77,219	13,892	63,327
Restricted stock awards, net of forfeitures	1,387	—	1,387
Shares withheld for taxes on vesting of stock awards	—	411	(411)
Purchases of treasury stock	—	2,810	(2,810)
Shares of common stock outstanding – December 31, 2024	78,606	17,113	61,493
Restricted stock awards, net of forfeitures	1,933	—	1,933
Shares withheld for taxes on vesting of stock awards	—	461	(461)
Purchases of treasury stock	—	3,309	(3,309)
Shares of common stock outstanding – December 31, 2025	80,539	20,883	59,656



U.S. federal statutory income tax benefit	$	(21,532)	21.0	%
Effect of cross-border tax laws	1,220		(1.2)	%
Tax credits:
U.S. foreign tax credits	1,641		(1.6)	%
U.S. other	300		(0.3)	%
Nontaxable or nondeductible items:
Non-deductible compensation	1,480		(1.4)	%
Other	1,124		(1.1)	%
Changes in valuation allowances against tax assets	21,702		(21.2)	%
Other	(770)		0.8	%
State income taxes, net of federal benefits(1)	182		(0.2)	%
Foreign tax effects:



United Kingdom	1,094		(1.1)	%
Other foreign jurisdictions	404		(0.4)	%
Total income tax provision	$	6,845	(6.7)	%


	2024		2023
U.S. federal statutory income tax provision (benefit)	$	(1,649)	$	3,323
Impairment of goodwill	1,619		—
Effect of foreign income taxed at different rates	1,400		(425)
Foreign income subject to U.S. taxes	1,214		931
Utilization of U.S. foreign tax credits	(1,373)		(1,460)
State income taxes, net of federal benefits	502		962
Changes in valuation allowances against tax assets (see Note 15)	760		(2,010)
Non-deductible compensation	1,449		1,390
Other, net	(516)		222
Total income tax provision	$	3,406	$	2,933


U.S. federal	$	40
U.S. state:
Louisiana	462
Other	475
Total state	937
Foreign:
Brazil	1,406
Canada	631
United Kingdom	2,881
Other	1,192
Total foreign	6,110
Total taxes paid, net	$	7,087


	2025		2024
Deferred tax assets:
Foreign tax credit carryforwards	$	719	$	3,423
Net operating loss carryforwards	11,452		14,147
R&D credit carryforwards	3,487		3,880
Inventories	5,932		8,456
Operating lease liabilities	3,482		4,337
Employee benefits	5,295		4,292
Deferred revenue	18,790		8,088
Other	5,628		7,835
Gross deferred tax asset	54,785		54,458
Valuation allowance (see Note 15)	(42,560)		(22,088)
Net deferred tax asset	12,225		32,370
Deferred tax liabilities:
Property, plant and equipment	(2,935)		(8,895)
Intangible assets	(8,438)		(21,009)
Operating lease assets	(1,905)		(3,108)
Other	(2,655)		(2,744)
Deferred tax liability	(15,933)		(35,756)
Net deferred tax liability	$	(3,708)	$	(3,386)


	2025		2024
Balance sheet classification:
Other non-current assets	$	2,057	$	1,964
Deferred tax liability	(5,765)		(5,350)
Net deferred tax liability	$	(3,708)	$	(3,386)


	Service-based Restricted Stock			Performance- and Service-based Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Units	Weighted Average Grant Date Fair Value		Total Number of Restricted Shares and Units
Unvested, December 31, 2024	1,513	$	6.72	1,033	$	6.73	2,546
Granted	1,573	5.32		297	5.31		1,870
Performance-based reduction(1)	—	—		(29)	9.11		(29)
Vested	(820)	6.61		(467)	6.53		(1,287)
Forfeited	(107)	5.76		—	—		(107)
Unvested, December 31, 2025	2,159	$	5.79	834	$	6.25	2,993


	Year Ended December 31, 2025
	Offshore Manufactured Products(1)		Completion and Production Services(2)		Downhole Technologies(3)		Corporate(4)		Total
Revenues	$	431,093	$	114,548	$	123,347	$	—	$	668,988

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	308,701		93,760		133,273		—		535,734
Selling, general and administrative expense	36,453		6,870		7,580		39,522		90,425
Depreciation and amortization expense	15,210		16,756		15,047		426		47,439



Long-lived and other asset impairments(5)	—		1,307		91,939		7,075		100,321
Other operating (income) loss, net	1,565		(8,160)		(165)		(200)		(6,960)
	361,929		110,533		247,674		46,823		766,959
Operating income (loss)	$	69,164	$	4,015	$	(124,327)	$	(46,823)	$	(97,971)

Capital expenditures	$	17,613	$	11,722	$	1,621	$	235	$	31,191
Total assets (as of December 31)	546,839		100,869		148,595		87,128		883,431


	Year Ended December 31, 2023
	Offshore Manufactured Products(1)		Completion and Production Services(2)		Downhole Technologies(3)		Corporate		Total
Revenues	$	381,711	$	242,633	$	157,939	$	—	$	782,283

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	274,591		196,158		136,139		—		606,888
Selling, general and administrative expense	34,430		9,417		9,457		40,881		94,185
Depreciation and amortization expense	16,357		25,318		18,467		636		60,778



Other operating (income) loss, net	44		(2,141)		(250)		(385)		(2,732)
	325,422		228,752		163,813		41,132		759,119
Operating income (loss)	$	56,289	$	13,881	$	(5,874)	$	(41,132)	$	23,164

Capital expenditures	$	9,235	$	19,125	$	1,825	$	468	$	30,653
Total assets	521,923		191,630		278,151		54,782		1,046,486


	United States		United Kingdom		Singapore		Other		Total
2025
Revenues from unaffiliated customers	$	410,564	$	120,124	$	54,131	$	84,169	$	668,988
Long-lived assets	216,696		79,519		24,281		38,596		359,092
2024
Revenues from unaffiliated customers	$	484,945	$	103,814	$	38,835	$	64,994	$	692,588
Long-lived assets	354,487		75,014		16,090		36,388		481,979
2023
Revenues from unaffiliated customers	$	594,808	$	81,643	$	48,131	$	57,701	$	782,283
Long-lived assets	407,457		79,607		6,485		41,687		535,236


	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions (net of recoveries)		Translation and Other, Net		Balance at End of Period
Year Ended December 31, 2025:
Allowance for doubtful accounts receivable	$	2,614	$	650	$	(820)	$	346	$	2,790
Allowance for excess or obsolete inventory	38,974		1,551		(8,329)		(2,061)		30,135
Valuation allowance on deferred tax assets(1)	22,088		21,702		(1,329)		99		42,560
Year Ended December 31, 2024:
Allowance for doubtful accounts receivable	$	4,497	$	933	$	(2,792)	$	(24)	$	2,614
Allowance for excess or obsolete inventory	41,745		3,108		(5,804)		(75)		38,974
Valuation allowance on deferred tax assets(2)	29,638		760		(8,023)		(287)		22,088
Year Ended December 31, 2023:
Allowance for doubtful accounts receivable	$	5,226	$	(336)	$	(428)	$	35	$	4,497
Allowance for excess or obsolete inventory	37,681		5,229		(1,437)		272		41,745
Valuation allowance on deferred tax assets(3)	36,749		(2,010)		(5,020)		(81)		29,638


SUBSIDIARY			STATE/COUNTRY

GEODynamics, Inc.			Delaware

GEODynamics (U.K.) Limited			United Kingdom

Oil States Energy Services (Canada) Inc.			Alberta, Canada

Oil States Energy Services Holding, LLC.			Delaware

Oil States Energy Services L.L.C.			Delaware

OIS Cyprus Limited			Cyprus

Oil States Industries, Inc.			Delaware

Oil States Industries (Asia) Pte Ltd.			Singapore

Oil States Industries do Brasil - Instalacoes Maritimas Ltda			Brazil

Oil States Industries 1 B.V.			Netherlands

Oil States Industries (India) Private Limited			India

Oil States Industries Singapore Holdco B.V.			Netherlands

Oil States Industries US, Inc.			Delaware

Oil States Industries (UK) Limited			United Kingdom

Oil States Management Inc.			Delaware

Oil States Industries (Thailand) Ltd.			Thailand

Oil States Skagit SMATCO L.L.C.			Delaware

OSES International, LLC			Delaware

Tempress Technologies, Inc.			Washington


1)						Registration Statement (Form S-8 No. 333-256577) pertaining to the Amended and Restated Equity Participation Plan of Oil States International, Inc.;

2)						Registration Statement (Form S-8 No. 333-63050) pertaining to the Deferred Compensation Plan of Oil States International, Inc.; and

3)						Registration Statement (Form S-8 No. 333-287222) pertaining to the Second Amended and Restated Equity Participation Plan of Oil States International, Inc.