8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

Form 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2025

Oil States International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-16337	76-0476605
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	OIS	New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 31, 2025, Oil States International, Inc. (the “Company”) published a press release providing information regarding its results of operation and financial condition for the quarter ended September 30, 2025. The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated October 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

			OIL STATES INTERNATIONAL, INC.
			(Registrant)
Date:	October 31, 2025	By:	/s/  LLOYD A. HAJDIK
			Lloyd A. Hajdik
			Executive Vice President, Chief Financial Officer & Treasurer

Document

    EXHIBIT 99.1

Oil States Announces Third Quarter 2025 Results

•Consolidated revenues of $165 million

•Net income of $2 million, or $0.03 per share

•Adjusted net income totaled $5 million, or $0.08 per share, excluding restructuring charges (a non-GAAP measure(1))

•Adjusted EBITDA (a non-GAAP measure(1)) of $21 million

•Generated cash flows from operations of $31 million

•Purchased $6 million principal amount of convertible senior notes and $4 million of common stock

•Offshore Manufactured Products segment's backlog increased 10% sequentially, with quarterly bookings of $145 million yielding a book-to-bill ratio of 1.3x

HOUSTON, October 31, 2025 – Oil States International, Inc. (NYSE: OIS):

	Three Months Ended						% Change
(Unaudited, In Thousands, Except Per Share Amounts)	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		Sequential		Year-over-Year
Consolidated results:
Revenues	$	165,180	$	165,406	$	174,348	—	%	(5)	%
Operating income (loss)(2)	4,748		5,277		(11,041)		(10)	%	n.m.
Net income (loss)	1,900		2,811		(14,349)		(32)	%	n.m.
Adjusted net income, excluding charges and credits(1)	4,717		5,401		2,696		(13)	%	75	%
Adjusted EBITDA(1)	20,804		21,089		21,531		(1)	%	(3)	%
Revenues by segment:
Offshore Manufactured Products	$	108,627	$	106,586	$	102,234	2	%	6	%
Completion and Production Services	27,525		29,424		40,099		(6)	%	(31)	%
Downhole Technologies	29,028		29,396		32,015		(1)	%	(9)	%
Revenues by destination:
Offshore and international	$	123,356	$	119,114	$	113,856	4	%	8	%
U.S. land	41,824		46,292		60,492		(10)	%	(31)	%
Operating income (loss) by segment(2):
Offshore Manufactured Products	$	17,603	$	16,989	$	19,310	4	%	(9)	%
Completion and Production Services	948		1,877		(18,267)		(49)	%	n.m.
Downhole Technologies	(4,667)		(3,992)		(3,653)		(17)	%	(28)	%
Corporate	(9,136)		(9,597)		(8,431)		5	%	(8)	%
Adjusted Segment EBITDA(1):
Offshore Manufactured Products	$	22,275	$	21,105	$	23,303	6	%	(4)	%
Completion and Production Services	7,953		8,254		5,413		(4)	%	47	%
Downhole Technologies	(689)		1,220		1,078		n.m.		n.m.
Corporate	(8,735)		(9,490)		(8,263)		8	%	(6)	%

___________________

(1)These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as further clarification and explanation.

(2)Operating income (loss) included charges totaling: $3.6 million for the three months ended September 30, 2025; $3.7 million for the three months ended June 30, 2025; and $18.2 million for the three months ended September 30, 2024. See “Segment Data” below for additional information.

Oil States International, Inc. reported net income of $1.9 million, or $0.03 per share, and Adjusted EBITDA of $20.8 million for the third quarter of 2025 on revenues of $165.2 million. Reported third quarter 2025 net income included charges of $3.6 million ($2.8 million after-tax or $0.05 per share) associated primarily with the continued exit of certain U.S. land-based operations and facilities. These results compare to revenues of $165.4 million, net income of $2.8 million, or $0.05 per share, and Adjusted EBITDA of $21.1 million reported in the second quarter of 2025, which included charges and credits of $3.3 million ($2.6 million after-tax or $0.04 per share) associated primarily with the exit of certain U.S. land-based activities.

Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:

“In the third quarter of 2025, we continued to focus on our offshore and international exposed operations while managing through headwinds in the United States created by lower commodity prices, falling U.S. activity levels and increasing costs associated with tariffs on imported goods. With our focus on capital discipline and improving investor returns, we generated cash flow from operations of $31 million, increased our Offshore Manufactured Products segment backlog by 10%, and continued to optimize our U.S. land focused operations. During the quarter, we returned $10 million to Oil States’ stakeholders – purchasing $6 million of our convertible senior notes and $4 million of our common stock.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $108.6 million, operating income of $17.6 million and Adjusted Segment EBITDA of $22.3 million in the third quarter of 2025, compared to revenues of $106.6 million, operating income of $17.0 million and Adjusted Segment EBITDA of $21.1 million reported in the second quarter of 2025. Adjusted Segment EBITDA margin was 21% in the third quarter of 2025, compared to 20% in the second quarter of 2025.

Backlog totaled $399 million as of September 30, 2025, its highest level since June 2015. Third quarter bookings totaled $145 million, yielding a quarterly and year-to-date book-to-bill ratio of 1.3x. Third quarter segment bookings were augmented by long-term, military product contract awards.

Completion and Production Services

Our Completion and Production Services segment reported revenues of $27.5 million, operating income of $0.9 million and Adjusted Segment EBITDA of $8.0 million in the third quarter of 2025, compared to revenues of $29.4 million, operating income of $1.9 million and Adjusted Segment EBITDA of $8.3 million reported in the second quarter of 2025. Adjusted Segment EBITDA margin was 29% in the third quarter of 2025, compared to 28% in the second quarter of 2025.

In 2024, the segment began implementing actions in its U.S. land-based businesses to reduce future costs, which are continuing in 2025. These management actions included: the consolidation, relocation and exit of certain U.S. land-driven service locations; the exit of certain U.S. land-driven service offerings; and reductions in the segment’s workforce in the United States. As a result, during the third and second quarters of 2025, the segment recorded U.S. facility exit and severance charges totaling $2.7 million and $1.8 million, respectively. As a result of our restructuring actions implemented over recent quarters, the segment’s Adjusted EBITDA margin expanded from 13% in the third quarter of 2024 to 29% in the third quarter of 2025.

Downhole Technologies

Downhole Technologies reported revenues of $29.0 million, an operating loss of $4.7 million and an Adjusted Segment EBITDA loss of $0.7 million in the third quarter of 2025, compared to revenues of $29.4 million, an operating loss of $4.0 million and Adjusted Segment EBITDA of $1.2 million in the second quarter of 2025.

Corporate

Corporate operating expenses in the third quarter of 2025 totaled $9.1 million, which included severance charges of $0.3 million.

Interest Expense, Net

Net interest expense totaled $1.8 million in the third quarter of 2025, which included $0.6 million of non-cash amortization of deferred debt issuance costs.

Cash Flows

During the third quarter of 2025, the Company generated $30.7 million of cash flows from operations and $23.2 million of free cash flows (a non-GAAP measure – see Note (E)). Additionally, the Company purchased $6.0 million principal amount of its 4.75% convertible senior notes (the “Convertible Notes”) at a slight discount to par and repurchased $4.1 million of its common stock. Year-to-date stock repurchases total $16.2 million, or 5%, of shares outstanding as of December 31, 2024.

Financial Condition

Cash on-hand totaled $67.1 million at September 30, 2025. No borrowings were outstanding under the Company’s amended asset-based revolving credit facility (the “ABL Facility”) at September 30, 2025. On July 28, 2025, the Company amended its ABL Facility to provide for: additional borrowing availability; lower interest charges; and the retirement of its remaining Convertible Notes at maturity in April 2026 using, in part, availability under the ABL Facility.

Conference Call Information

The call is scheduled for October 31, 2025 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (888) 210-3346 in the United States or by dialing +1 (646) 960-0253 internationally and using the passcode 7534957. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.

About Oil States

Oil States International, Inc. is a global provider of manufactured products and services to customers in the energy, industrial and military sectors. The Company’s manufactured products include highly engineered capital equipment and consumable products. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange under the symbol “OIS”.

For more information on the Company, please visit Oil States International’s website at www.oilstatesintl.com.

Cautionary Language Concerning Forward Looking Statements

The foregoing contains 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. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the impact of changes in tariffs and duties on imported materials and exported finished goods, the level of supply 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, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations (together with OPEC, “OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof, the impact of environmental matters, including executive actions and regulatory 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, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the subsequently filed Quarterly Reports on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Revenues:
Products	$	106,492	$	107,342	$	100,798	$	314,385	$	303,706
Services	58,688		58,064		73,550		176,139		224,287
	165,180		165,406		174,348		490,524		527,993
Costs and expenses:
Product costs	85,561		83,936		79,167		249,826		236,807
Service costs	43,085		41,404		57,422		126,837		173,766
Cost of revenues (exclusive of depreciation and amortization expense presented below)	128,646		125,340		136,589		376,663		410,573
Selling, general and administrative expense	20,756		22,981		22,754		66,267		71,623
Depreciation and amortization expense	12,128		11,898		13,635		36,051		42,528
Impairment of goodwill	—		—		—		—		10,000
Impairments of intangible assets	—		—		10,787		—		10,787
Impairments of operating lease assets	—		1,358		2,579		1,358		2,579
Other operating (income) expense, net	(1,098)		(1,448)		(955)		(5,479)		76
	160,432		160,129		185,389		474,860		548,166
Operating income (loss)	4,748		5,277		(11,041)		15,664		(20,173)
Interest expense, net	(1,773)		(1,692)		(1,824)		(5,043)		(5,986)
Other income, net	362		636		731		1,136		1,311
Income (loss) before income taxes	3,337		4,221		(12,134)		11,757		(24,848)
Income tax provision	(1,437)		(1,410)		(2,215)		(3,888)		(1,574)
Net income (loss)	$	1,900	$	2,811	$	(14,349)	$	7,869	$	(26,422)
Net income (loss) per share:
Basic	$	0.03	$	0.05	$	(0.23)	$	0.13	$	(0.42)
Diluted	0.03		0.05		(0.23)		0.13		(0.42)
Weighted average number of common shares outstanding:
Basic	57,946		59,154		62,084		59,089		62,357
Diluted	58,016		59,154		62,084		59,144		62,357

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)

	September 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	67,052	$	65,363
Accounts receivable, net	201,617		194,336
Inventories, net	222,869		214,836
Prepaid expenses and other current assets	19,656		23,691
Total current assets	511,194		498,226
Property, plant, and equipment, net	273,253		266,871
Operating lease assets, net	16,388		19,537
Goodwill, net	70,490		69,709
Other intangible assets, net	114,664		125,862
Other noncurrent assets	26,330		24,903
Total assets	$	1,012,319	$	1,005,108
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	103,097	$	633
Accounts payable	58,600		57,708
Accrued liabilities	37,852		36,861
Current operating lease liabilities	7,344		7,284
Income taxes payable	1,066		2,818
Deferred revenue	73,200		52,399
Total current liabilities	281,159		157,703
Long-term debt	1,890		124,654
Long-term operating lease liabilities	13,888		17,989
Deferred income taxes	6,835		5,350
Other noncurrent liabilities	19,581		18,758
Total liabilities	323,353		324,454
Stockholders’ equity:
Common stock	806		786
Additional paid-in capital	1,143,685		1,137,949
Retained earnings	281,529		273,660
Accumulated other comprehensive loss	(66,201)		(79,532)
Treasury stock	(670,853)		(652,209)
Total stockholders’ equity	688,966		680,654
Total liabilities and stockholders’ equity	$	1,012,319	$	1,005,108

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	7,869	$	(26,422)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	36,051		42,528
Impairment of goodwill	—		10,000
Impairments of intangible assets	—		10,787
Impairments of operating lease assets	1,358		2,579
Stock-based compensation expense	5,756		6,408
Amortization of deferred financing costs	1,235		1,168
Deferred income tax provision (benefit)	852		(2,798)
Gains on disposals of assets	(5,455)		(2,956)
Net gains on extinguishment of 4.75% convertible senior notes	(375)		(515)
Other, net	(2,192)		83
Changes in operating assets and liabilities:
Accounts receivable	(3,417)		21,173
Inventories	(5,287)		(18,406)
Accounts payable and accrued liabilities	2,692		(17,554)
Deferred revenue	20,801		(2,015)
Other operating assets and liabilities, net	(4,913)		3,624
Net cash flows provided by operating activities	54,975		27,684
Cash flows from investing activities:
Capital expenditures	(28,186)		(23,309)
Proceeds from disposition of property and equipment	5,416		5,132
Proceeds from disposition of assets held for sale	8,409		10,279
Other, net	(99)		(431)
Net cash flows used in investing activities	(14,460)		(8,329)
Cash flows from financing activities:
Revolving credit facility borrowings	512		22,678
Revolving credit facility repayments	(512)		(22,678)
Purchases of 4.75% convertible senior notes	(20,269)		(10,846)
Other debt and finance lease repayments, net	(283)		(481)
Payment of financing costs	(188)		(1,119)
Purchases of treasury stock	(16,186)		(5,149)
Shares added to treasury stock as a result of net share settlements <br>due to vesting of stock awards	(2,458)		(2,596)
Net cash flows used in financing activities	(39,384)		(20,191)
Effect of exchange rate changes on cash and cash equivalents	558		(291)
Net change in cash and cash equivalents	1,689		(1,127)
Cash and cash equivalents, beginning of period	65,363		47,111
Cash and cash equivalents, end of period	$	67,052	$	45,984
Cash paid for:
Interest	$	4,033	$	4,206
Income taxes, net	4,648		2,695

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Revenues:
Offshore Manufactured Products
Project-driven:
Products	$	67,729	$	68,653	$	58,164	$	195,506	$	171,053
Services	30,172		27,907		32,754		82,503		89,011
	97,901		96,560		90,918		278,009		260,064
Military and other products	10,726		10,026		11,316		29,800		30,583
Total Offshore Manufactured Products	108,627		106,586		102,234		307,809		290,647
Completion and Production Services	27,525		29,424		40,099		91,468		133,812
Downhole Technologies	29,028		29,396		32,015		91,247		103,534
Total revenues	$	165,180	$	165,406	$	174,348	$	490,524	$	527,993
Operating income (loss):
Offshore Manufactured Products(1)	$	17,603	$	16,989	$	19,310	$	48,868	$	44,270
Completion and Production Services(2)	948		1,877		(18,267)		6,328		(19,221)
Downhole Technologies(3)	(4,667)		(3,992)		(3,653)		(10,783)		(16,873)
Corporate(4)	(9,136)		(9,597)		(8,431)		(28,749)		(28,349)
Total operating income (loss)	$	4,748	$	5,277	$	(11,041)	$	15,664	$	(20,173)

________________

(1)Operating income for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, and nine months ended September 30, 2025 and September 30, 2024 included charges of $0.6 million, $0.3 million, $0.4 million, $0.8 million and $3.4 million associated with the consolidation and relocation of certain manufacturing and service facilities and other cost reduction measures.

(2)Operating income (loss) for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, and nine months ended September 30, 2025 and September 30, 2024, included $2.7 million, $2.2 million, $15.9 million, $5.8 million and $18.5 million, respectively, in costs associated with the consolidation and exit of certain underperforming service offerings and locations. Additionally, during the three and nine months ended September 30, 2024, the segment incurred $1.3 million and $2.7 million, respectively, of costs associated with the defense of certain patents related to proprietary technologies.

(3)Operating loss for the three months ended June 30, 2025 and nine months ended September 30, 2025 included $1.2 million in charges associated primarily with the exit of a leased facility. Operating loss for the nine months ended September 30, 2024 included a non-cash goodwill impairment charge of $10.0 million, recognized in connection with the first quarter 2024 realignment of segment components. Additionally, during the three and nine months ended September 30, 2024, the segment incurred $0.6 million in costs associated primarily with the exit of an underperforming location.

(4)Operating loss for the three and nine months ended September 30, 2025 included $0.3 million in severance charges.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED EBITDA (A)

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Net income (loss)	$	1,900	$	2,811	$	(14,349)	$	7,869	$	(26,422)
Interest expense, net	1,773		1,692		1,824		5,043		5,986
Income tax provision	1,437		1,410		2,215		3,888		1,574
Depreciation and amortization expense	12,128		11,898		13,635		36,051		42,528
Impairment of goodwill	—		—		—		—		10,000
Impairments of intangible assets	—		—		10,787		—		10,787
Impairments of operating lease assets	—		1,358		2,579		1,358		2,579
Facility consolidation/closure and other charges	3,560		2,301		4,840		6,791		11,775
Losses (gains) on extinguishment of 4.75% convertible senior notes	6		(381)		—		(375)		(515)
Adjusted EBITDA	$	20,804	$	21,089	$	21,531	$	60,625	$	58,292

________________

(A)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less losses (gains) on extinguishment of Convertible Notes. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED SEGMENT EBITDA (B)

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Offshore Manufactured Products:
Operating income	$	17,603	$	16,989	$	19,310	$	48,868	$	44,270
Other income, net	139		140		8		321		29
Depreciation and amortization expense	3,958		3,703		3,631		11,269		11,571
Facility consolidation/closure and other charges	575		273		354		848		3,364
Adjusted Segment EBITDA	$	22,275	$	21,105	$	23,303	$	61,306	$	59,234
Completion and Production Services:
Operating income (loss)	$	948	$	1,877	$	(18,267)	$	6,328	$	(19,221)
Other income, net	229		115		723		440		767
Depreciation and amortization expense	4,089		4,083		5,749		12,444		17,875
Impairments of intangible assets	—		—		10,787		—		10,787
Impairments of operating lease assets	—		403		2,092		403		2,092
Facility consolidation/closure and other charges	2,687		1,776		4,329		5,393		8,254
Adjusted Segment EBITDA	$	7,953	$	8,254	$	5,413	$	25,008	$	20,554
Downhole Technologies:
Operating loss	$	(4,667)	$	(3,992)	$	(3,653)	$	(10,783)	$	(16,873)
Depreciation and amortization expense	3,978		4,005		4,121		12,012		12,646
Impairment of goodwill	—		—		—		—		10,000
Impairments of operating lease assets	—		955		487		955		487
Facility consolidation/closure and other charges	—		252		123		252		123
Adjusted Segment EBITDA	$	(689)	$	1,220	$	1,078	$	2,436	$	6,383
Corporate:
Operating loss	$	(9,136)	$	(9,597)	$	(8,431)	$	(28,749)	$	(28,349)
Other income (expense), net	(6)		381		—		375		515
Depreciation and amortization expense	103		107		134		326		436
Other charges	298		—		34		298		34
Losses (gains) on extinguishment of 4.75% convertible senior notes	6		(381)		—		(375)		(515)
Adjusted Segment EBITDA	$	(8,735)	$	(9,490)	$	(8,263)	$	(28,125)	$	(27,879)

________________

(B)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of goodwill, intangibles and operating lease assets, and facility consolidation/closure and other charges, less losses (gains) on extinguishment of Convertible Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED NET INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (C) AND

ADJUSTED NET INCOME (LOSS) PER SHARE, EXCLUDING CHARGES AND CREDITS (D)

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Net income (loss)	$	1,900	$	2,811	$	(14,349)	$	7,869	$	(26,422)
Impairment of goodwill	—		—		—		—		10,000
Impairments of intangible assets	—		—		10,787		—		10,787
Impairments of operating lease assets	—		1,358		2,579		1,358		2,579
Facility consolidation/closure and other charges	3,560		2,301		4,840		6,791		11,775
Losses (gains) on extinguishment of 4.75% convertible senior notes	6		(381)		—		(375)		(515)
Total adjustments, before taxes	3,566		3,278		18,206		7,774		34,626
Tax benefit	(749)		(688)		(1,161)		(1,633)		(2,990)
Total adjustments, net of taxes	2,817		2,590		17,045		6,141		31,636
Adjusted net income, excluding charges and credits	$	4,717	$	5,401	$	2,696	$	14,010	$	5,214
Weighted average number of diluted common shares outstanding	58,016		59,154		62,412		59,144		62,648
Adjusted diluted net income per share, excluding charges and credits	$	0.08	$	0.09	$	0.04	$	0.24	$	0.08

________________

(C)Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less losses (gains) on extinguishment of Convertible Notes. Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

(D)Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

FREE CASH FLOW (E)

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,<br>2025		June 30,<br>2025		September 30,<br>2024		September 30,<br>2025		September 30,<br>2024
Net cash flows provided by (used in) operating activities	$	30,685	$	14,995	$	28,802	$	54,975	$	27,684
Less: Capital expenditures	(8,706)		(10,322)		(7,428)		(28,186)		(23,309)
Plus: Proceeds from disposition of property and equipment	1,199		2,532		2,660		5,416		5,132
Proceeds from disposition of assets held for sale	—		909		—		8,409		10,279
Free cash flow	$	23,178	$	8,114	$	24,034	$	40,614	$	19,786

________________

(E)The term free cash flow consists of net cash flows provided by operating activities less capital expenditures plus proceeds from the disposition of property and equipment and assets held for sale. Free cash flow is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with GAAP. The table above sets forth reconciliations of free cash flow to net cash flows provided by operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.

Company Contact:

Lloyd A. Hajdik

Oil States International, Inc.

Executive Vice President, Chief Financial Officer and Treasurer

(713) 652-0582

SOURCE: Oil States International, Inc.