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2026-04-01

2026-03-310001121484

2027-01-01

2026-03-310001121484

2028-01-01

2026-03-31

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 March 31, 2026


☐			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

OIL STATES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


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

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

Common stock, par value $0.01 per share

OIS

New York Stock Exchange

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.


Yes			☒			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).


Yes			☒			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

☐

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 April 24, 2026, the number of shares of common stock outstanding was 60,193,415.

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			3
Unaudited Consolidated Statements of Comprehensive Income (Loss)			4
Consolidated Balance Sheets			5
Unaudited Consolidated Statements of Stockholders’ Equity			6
Unaudited Consolidated Statements of Cash Flows			7
Notes to Unaudited Condensed Consolidated Financial Statements	8	–	16

Cautionary Statement Regarding Forward-Looking Statements	17	–	18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	–	28

Item 3. Quantitative and Qualitative Disclosures About Market Risk			29

Item 4. Controls and Procedures			29

Part II – OTHER INFORMATION

Item 1. Legal Proceedings			30

Item 1A. Risk Factors			30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30

Item 3. Defaults Upon Senior Securities			30

Item 4. Mine Safety Disclosures			30

Item 5. Other Information			30

Item 6. Exhibits			33

Signature Page			34

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 March 31,
		2026		2025
Revenues:
Products		$	92,580	$	100,551
Services		52,783		59,387
		145,363		159,938

Costs and expenses:
Product costs		74,367		80,329
Service costs		37,222		42,348
Cost of revenues (exclusive of depreciation and amortization expense presented below)		111,589		122,677
Selling, general and administrative expense		20,024		22,530
Depreciation and amortization expense		8,189		12,025



Impairment of assets held for sale		1,384		—

Other operating income, net		(101)		(2,933)
		141,085		154,299
Operating income		4,278		5,639



Interest expense, net		(1,175)		(1,578)
Other income, net		148		138
Income before income taxes		3,251		4,199
Income tax provision		(2,143)		(1,041)
Net income		$	1,108	$	3,158

Net income per share:
Basic		$	0.02	$	0.05
Diluted		0.02		0.05

Weighted average number of common shares outstanding:
Basic		57,785		60,167
Diluted		58,439		60,167

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)


	Three Months Ended March 31,
		2026		2025
Net income		$	1,108	$	3,158

Other comprehensive income (loss):
Currency translation adjustments		(1,218)		5,539


Comprehensive income (loss)		$	(110)	$	8,697

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	58,989	$	69,914
Accounts receivable, net	187,215		202,445
Inventories, net	195,670		183,409
Assets held for sale	17,176		17,350
Prepaid expenses and other current assets	21,223		22,173
Total current assets	480,273		495,291

Property, plant, and equipment, net	238,685		244,382
Operating lease assets, net	13,463		12,731
Goodwill, net	70,268		70,524
Other intangible assets, net	29,994		31,455
Other noncurrent assets	29,473		29,048
Total assets	$	862,156	$	883,431

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	53,416	$	53,370
Accounts payable	64,322		68,090
Accrued liabilities	30,102		38,480
Current operating lease liabilities	5,914		7,286
Income taxes payable	1,578		1,759
Deferred revenue	92,759		97,195
Total current liabilities	248,091		266,180

Long-term debt	1,529		1,670
Long-term operating lease liabilities	12,717		12,654
Deferred income taxes	5,498		5,765
Other noncurrent liabilities	23,365		23,971
Total liabilities	291,200		310,240

Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 81,456,675 shares and 80,538,758 shares issued, respectively	815		805
Additional paid-in capital	1,147,459		1,145,642
Retained earnings	165,391		164,283
Accumulated other comprehensive loss	(67,482)		(66,264)
Treasury stock, at cost, 21,252,701 and 20,882,840 shares, respectively	(675,227)		(671,275)
Total stockholders’ equity	570,956		573,191
Total liabilities and stockholders’ equity	$	862,156	$	883,431

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)


Three Months Ended March 31, 2026	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, December 31, 2025	$	805	$	1,145,642	$	164,283	$	(66,264)	$	(671,275)	$	573,191
Net income	—		—		1,108		—		—		1,108
Currency translation adjustments (excluding intercompany advances)	—		—		—		(4,013)		—		(4,013)
Currency translation adjustments on intercompany advances	—		—		—		2,795		—		2,795
Stock-based compensation expense	10		1,817		—		—		—		1,827
Surrender of stock to settle taxes on stock awards	—		—		—		—		(3,952)		(3,952)
Stock repurchases	—		—		—		—		—		—
Balance, March 31, 2026	$	815	$	1,147,459	$	165,391	$	(67,482)	$	(675,227)	$	570,956


Three Months Ended March 31, 2025	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, December 31, 2024	$	786	$	1,137,949	$	273,660	$	(79,532)	$	(652,209)	$	680,654
Net income	—		—		3,158		—		—		3,158
Currency translation adjustments (excluding intercompany advances)	—		—		—		3,336		—		3,336
Currency translation adjustments on intercompany advances	—		—		—		2,203		—		2,203
Stock-based compensation expense	19		1,819		—		—		—		1,838
Surrender of stock to settle taxes on stock awards	—		—		—		—		(2,432)		(2,432)
Stock repurchases	—		—		—		—		(5,346)		(5,346)
Balance, March 31, 2025	$	805	$	1,139,768	$	276,818	$	(73,993)	$	(659,987)	$	683,411

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	1,108	$	3,158
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense	8,189		12,025



Impairments of assets held for sale	1,384		—


Stock-based compensation expense	1,827		1,838
Amortization of deferred financing costs	758		332
Deferred income tax provision (benefit)	(58)		175
Gains on disposals of assets	(344)		(2,189)

Other, net	(1,461)		(442)
Changes in operating assets and liabilities:
Accounts receivable	14,549		12,382
Inventories	(12,852)		237
Accounts payable and accrued liabilities	(12,175)		(11,497)
Deferred revenue	(4,436)		(1,491)
Other operating assets and liabilities, net	1,626		(5,233)
Net cash flows provided by (used in) operating activities	(1,885)		9,295

Cash flows from investing activities:
Capital expenditures	(4,227)		(9,158)
Proceeds from disposition of property and equipment	396		1,685
Proceeds from disposition of assets held for sale	473		7,500

Other, net	(10)		(34)
Net cash flows used in investing activities	(3,368)		(7)

Cash flows from financing activities:
Revolving credit facility borrowings	83		170
Revolving credit facility repayments	(83)		(170)

Other debt and finance lease repayments, net	(179)		(171)
Payment of financing costs	(1,918)		(6)
Purchases of treasury stock	—		(5,346)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(3,952)		(2,432)
Net cash flows used in financing activities	(6,049)		(7,955)

Effect of exchange rate changes on cash and cash equivalents	377		132
Net change in cash and cash equivalents	(10,925)		1,465
Cash and cash equivalents, beginning of period	69,914		65,363
Cash and cash equivalents, end of period	$	58,989	$	66,828

Cash paid for:
Interest	$	283	$	307
Income taxes, net	1,776		708

The accompanying notes are an integral part of these financial statements.

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.

2. Asset Impairments and Other Charges

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 events, actions and assessments, the Company recorded the following charges during the three months ended March 31, 2026 and 2025 (in thousands):


	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate		Total
Three Months Ended March 31, 2026




Impairment of assets held for sale	$	—	$	—	$	—	$	1,384	$	1,384


Facility consolidation, exit and other charges	192		—		—		2,496		2,688


Pre-tax totals	$	192	$	—	$	—	$	3,880	4,072
Income tax benefit									—
After-tax total									$	4,072



Three Months Ended March 31, 2025




Facility consolidation, exit and other charges	$	—	$	930	$	—	$	—	$	930


Pre-tax totals	$	—	$	930	$	—	$	—	930
Income tax benefit									196
After-tax total									$	734

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Goodwill

The Company’s remaining goodwill exists in the Offshore Manufactured Products segment, totaling $70.3 million and $70.5 million, respectively, as of March 31, 2026 and December 31, 2025.

The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

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 an impairment charge of $1.4 million within Corporate operations.

3. Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of March 31, 2026 and December 31, 2025 is presented below (in thousands):


	March 31, 2026			December 31, 2025
Accounts receivable, net:
Trade	$	118,298		$	127,607
Unbilled revenue	23,233			21,870
Contract assets	41,787			47,349
Other	6,298			8,409
Total accounts receivable	189,616			205,235
Allowance for doubtful accounts	(2,401)			(2,790)
	$	187,215		$	202,445

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


	March 31, 2026		December 31, 2025
Deferred revenue (contract liabilities)	$	92,759	$	97,195

As of March 31, 2026, accounts receivable, net in the United States, the United Kingdom and Singapore represented 57%, 13% and 11%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of March 31, 2026.

For the three months ended March 31, 2026, the $5.6 million net decrease in contract assets was primarily attributable to $21.8 million transferred to accounts receivable, which was partially offset by $18.2 million in revenue recognized during the period. Deferred revenue (contract liabilities) decreased by $4.4 million in the first three months of 2026, reflecting the recognition of $14.2 million of revenue that was deferred at the beginning of the period, partially offset by $9.9 million in new customer billings which were not recognized as revenue during the period.

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 three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Allowance for doubtful accounts – January 1	$	2,790	$	2,614
Provisions	114		167
Write-offs	(502)		(12)
Other	(1)		2
Allowance for doubtful accounts – March 31	$	2,401	$	2,771


	March 31, 2026		December 31, 2025
Inventories, net:
Finished goods and purchased products	$	92,807	$	84,572
Work in process	31,742		33,281
Raw materials	101,169		95,691
Total inventories	225,718		213,544
Allowance for excess or obsolete inventories	(30,048)		(30,135)
	$	195,670	$	183,409


			March 31, 2026			December 31, 2025
Property, plant and equipment, net:







Property, plant and equipment	$	664,621		$	666,887
Accumulated depreciation	(425,936)			(422,505)
							$	238,685	$	244,382

As further discussed in Note 2, “Asset Impairments and Other Charges,” certain equipment in the Completion and Production Services segment was reclassified to Corporate assets held for sale during the first quarter of 2026.

For the three months ended March 31, 2026 and 2025, depreciation expense was $6.8 million and $8.3 million, respectively.


	March 31, 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	$	123,005	$	107,900	$	15,105	$	123,073	$	107,300	$	15,773
Patents/Technology/Know-how	68,959		60,109		8,850		68,999		59,605		9,394
Tradenames and other	47,745		41,706		6,039		47,752		41,464		6,288
	$	239,709	$	209,715	$	29,994	$	239,824	$	208,369	$	31,455

For the three months ended March 31, 2026 and 2025, amortization expense was $1.4 million and $3.8 million, 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.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	March 31, 2026		December 31, 2025
Other noncurrent assets:
Deferred compensation plan	$	21,963	$	22,564
Deferred financing costs	2,240		997
Deferred income taxes	1,966		2,057
Other	3,304		3,430
	$	29,473	$	29,048


	March 31, 2026		December 31, 2025
Accrued liabilities:
Accrued compensation	$	12,054	$	23,573
Accrued taxes, other than income taxes	1,875		872
Insurance liabilities	3,259		2,972
Accrued interest	1,256		599
Accrued commissions	3,055		2,715
Other	8,603		7,749
	$	30,102	$	38,480

4. Long-term Debt

As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Revolving credit facility(1)	$	—	$	—
Term loan facility(1)	—		—
2026 Notes(2)	52,734		52,650
Other debt and finance lease obligations	2,211		2,390
Total debt	54,945		55,040
Less: Current portion	(53,416)		(53,370)
Total long-term debt	$	1,529	$	1,670

____________________

(1)Unamortized deferred financing costs of $2.2 million and $1.0 million as of March 31, 2026 and December 31, 2025, respectively, are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $52.7 million as of March 31, 2026 and December 31, 2025.

Credit Agreements

Cash Flow Credit Agreement

On January 28, 2026, the Company entered into an 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 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) and a $50.0 million multi-draw term loan facility, which is available through July 28, 2026, with each credit facility maturing on January 28, 2030.

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 March 31, 2026, the Company had no borrowings outstanding under the Cash Flow Credit Agreement and $12.7 million of outstanding letters of credit, leaving $112.3 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. As of March 31, 2026, $52.7 million principal amount of the 2026 Notes remained outstanding.

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).

On April 1, 2026, the Company retired the outstanding $52.7 million principal amount of the 2026 Notes, with a combination of: $25.5 million of cash on-hand; borrowings of $25.0 million under the revolving credit facility; and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million). During the first quarter of 2026, substantially all holders of the outstanding 2026 Notes elected to convert the instruments into shares of the Company’s common stock at maturity. As a result of these conversion elections, the Company will recognize 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.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of March 31, 2026 (based on the April 1, 2026 settlement discussed above in accordance with the terms of the 2026 Indenture) was $56.3 million, compared to the principal amount of $52.7 million.

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 three months of 2026 (in thousands):


															Outstanding




Shares of common stock outstanding – December 31, 2025															59,656
Restricted stock awards, net of forfeitures															918
Shares withheld for taxes on vesting of stock awards															(370)

Shares of common stock outstanding – March 31, 2026															60,204

As of March 31, 2026 and December 31, 2025, the Company had 25,000,000 shares of preferred stock, $0.01 par value, authorized, with no shares issued or outstanding.

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. The amount remaining under the Company’s share repurchase authorization as of March 31, 2026 was $24.7 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 $67.5 million at March 31, 2026. For the three months ended March 31, 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 three months ended March 31, 2026, the exchange rate for the British pound weakened by 2% compared to the U.S. dollar, while the Brazilian real strengthened by 5%, contributing to other comprehensive loss of $1.2 million. During the three months ended March 31, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 3% and 8%, respectively, contributing to other comprehensive income of $5.5 million.

7. Income Taxes

Income tax provision for the three months ended March 31, 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 March 31, 2026, the Company’s income tax expense was $2.1 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 $3.3 million. This compares to an income tax expense of $1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the three months ended March 31, 2025.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

8. Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):


	Three Months Ended March 31,
	2026		2025
Numerators:
Net income	$	1,108	$	3,158
Less: Income attributable to unvested restricted stock awards	(38)		(114)
Numerator for basic net income per share	1,070		3,044
Effect of dilutive securities:

Unvested restricted stock awards	—		—
Numerator for diluted net income per share	$	1,070	$	3,044

Denominators:
Weighted average number of common shares outstanding	59,904		62,049
Less: Weighted average number of unvested restricted stock awards outstanding	(2,119)		(1,882)
Denominator for basic net income per share	57,785		60,167
Effect of dilutive securities:
Shares issuable upon conversion of 2026 Notes	529		—
Performance share units	125		—
Denominator for diluted net income per share	58,439		60,167

Net income per share:
Basic	$	0.02	$	0.05
Diluted	0.02		0.05

Shares issuable upon conversion of the Company’s 2026 Notes were excluded from three months ended March 31, 2025 due to, among other factors, the Company’s share price.

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 three months ended March 31, 2026 (in thousands):


	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2025	2,159		834
Granted	789		143
Vested and distributed	(861)		(139)
Forfeited	(10)		—
Outstanding – March 31, 2026	2,077		838
Weighted average grant date fair value (2026 awards)	$	10.00	$	10.00

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 vest on a straight-line basis over a term of three years. Service-based stock unit awards (180 thousand outstanding as of March 31, 2026) vest over one year, with the underlying shares issued at a specified future date. Performance-based stock unit awards 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.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 million in the first quarters of 2026 and 2025. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period. The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $2.9 million, limited to their targeted value if the Company’s total stockholder return were to be negative over the performance period. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

Stock-based compensation expense recognized during the three months ended March 31, 2026 and 2025 totaled $1.8 million and $1.8 million, respectively. As of March 31, 2026, there was $15.6 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.

10. Segments and Related Information

The Company operates through three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Financial information by operating segment as of and for the three months ended March 31, 2026 and 2025 is summarized in the following tables (in thousands).


	Three Months Ended March 31, 2026
	Offshore Manufactured Products		Completion and Production Services		Downhole Technologies		Corporate(1)		Total
Revenues	$	91,419	$	21,498	$	32,446	$	—	$	145,363

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	65,887		15,894		29,808		—		111,589
Selling, general and administrative expense	8,248		1,222		1,545		9,009		20,024
Depreciation and amortization expense	3,940		2,517		1,539		193		8,189



Impairment of assets held for sale	—		—		—		1,384		1,384
Other operating (income) expense, net	(1,068)		(1,625)		(1)		2,593		(101)
	77,007		18,008		32,891		13,179		141,085
Operating income (loss)	$	14,412	$	3,490	$	(445)	$	(13,179)	$	4,278

Capital expenditures	$	1,767	$	2,126	$	320	$	14	$	4,227
Total assets (as of March 31, 2026)	521,175		96,707		152,326		91,948		862,156

________________

(1)Operating loss included $2.5 million of facility exit charges (within other operating expense) associated with assets held for sale.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Three Months Ended March 31, 2025
	Offshore Manufactured Products		Completion and Production Services(1)		Downhole Technologies		Corporate		Total
Revenues	$	92,596	$	34,519	$	32,823	$	—	$	159,938

Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	66,915		26,905		28,857		—		122,677
Selling, general and administrative expense	8,635		1,996		1,999		9,900		22,530
Depreciation and amortization expense	3,608		4,272		4,029		116		12,025



Impairment of assets held for sale	—		—		—		—		—
Other operating (income) expense, net	(838)		(2,157)		62		—		(2,933)
	78,320		31,016		34,947		10,016		154,299
Operating income (loss)	$	14,276	$	3,503	$	(2,124)	$	(10,016)	$	5,639

Capital expenditures	$	4,823	$	3,525	$	791	$	19	$	9,158
Total assets (as of March 31, 2025)	506,530		147,665		268,139		68,401		990,735

________________

(1)Operating income included $0.9 million of facility exit charges.

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 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 March 31
Project-driven:
Products	$	51,887	$	59,124	$	—	$	—	$	—	$	—	$	51,887	$	59,124
Services	30,710		24,424		—		—		—		—		30,710		24,424
Total project-driven	82,597		83,548		—		—		—		—		82,597		83,548
Military and other products	8,822		9,048		—		—		—		—		8,822		9,048



Short-cycle products and services	—		—		21,498		34,519		32,446		32,823		53,944		67,342
	$	91,419	$	92,596	$	21,498	$	34,519	$	32,446	$	32,823	$	145,363	$	159,938

Revenues from products and services transferred to customers over time accounted for approximately 63% and 62% of consolidated revenues for the three months ended March 31, 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 March 31, 2026, the Company had $322 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 30% of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2026, with an additional 26% 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.

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”);

•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.

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
2025	75.87		$	68.07	$	69.03	$	63.65	$	69.14

WTI Crude (per bbl)
2026(2)	$	72.74
2025	71.78		$	64.57	$	65.78	$	59.62	$	65.39

Henry Hub Natural Gas (per MMBtu)
2026	$	4.71
2025	4.14		$	3.19	$	3.03	$	3.73	$	3.52

________________

(1)Source: U.S. Energy Information Administration (spot prices).

(2)On April 24, 2026, the spot price per barrel of Brent and WTI crude oil closed at $111.86 and $98.42, respectively.

The spot price per barrel of Brent crude oil increased $65, or 107%, during the first quarter of 2026 to $127 as of March 31, 2026 following the escalation of military actions in the Middle East in late-February 2026. 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 explosive powders used in our perforating operations during the first quarter 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 cuts. 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 when compared to the first quarter of 2025.

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 three months of 2026 included $2.7 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 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 (the “Term Loan Facility”), replacing our existing asset-based credit agreement (the “ABL Agreement”). 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 the outstanding $52.7 million principal amount of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of: $25.5 million of cash on-hand; borrowings of $25.0 million under the Revolving Credit Facility; and the issuance of 529,428 shares of our common stock (with a fair value of $5.9 million). We will recognize 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 90% of Offshore Manufactured Products segment sales in the first three 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 decreased to $430 million as of March 31, 2026 from $435 million as of December 31, 2025. Bookings totaled $84 million in the first quarter of 2026, yielding a book-to-bill ratio of 0.9x. 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	—		—		—
2025	357		$	363	$	399	$	435
2024	305		300		313		311

Our Completion and Production Services segment provides completion and production 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 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 April 24, 2026	Average for the
		Three Months Ended March 31,
		2026	2025
United States Rig Count:
Land – Oil	395	394	468
Land – Natural gas and other	136	136	103
Offshore	13	18	17
	544	548	588

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 are currently scheduled to expire in July 2026 unless extended. These new tariffs 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.

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 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.

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, 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 months ended March 31, 2026 and 2025 (in thousands, except per share amounts):


	Three Months Ended March 31,
	2026		2025		Variance
Revenues:
Products	$	92,580	$	100,551	$	(7,971)
Services	52,783		59,387		(6,604)
	145,363		159,938		(14,575)
Costs and expenses:
Product costs	74,367		80,329		(5,962)
Service costs	37,222		42,348		(5,126)
Cost of revenues (exclusive of depreciation and amortization expense presented below)	111,589		122,677		(11,088)
Selling, general and administrative expenses	20,024		22,530		(2,506)
Depreciation and amortization expense	8,189		12,025		(3,836)



Impairment of assets held for sale	1,384		—		1,384

Other operating income, net	(101)		(2,933)		2,832
	141,085		154,299		(13,214)
Operating income	4,278		5,639		(1,361)

Interest expense, net	(1,175)		(1,578)		403
Other income, net	148		138		10
Income before income taxes	3,251		4,199		(948)
Income tax provision	(2,143)		(1,041)		(1,102)
Net income	$	1,108	$	3,158	$	(2,050)

Net income per share:
Basic	$	0.02	$	0.05
Diluted	0.02		0.05

Weighted average number of common shares outstanding:
Basic	57,785		60,167
Diluted	58,439		60,167

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 months ended March 31, 2026 and 2025 is summarized below (in thousands):


	Three Months Ended March 31,
		2026		2025		Variance
Revenues:
Offshore Manufactured Products
Project-driven:
Products		$	51,887	$	59,124	$	(7,237)
Services		30,710		24,424		6,286
		82,597		83,548		(951)
Military and other products		8,822		9,048		(226)
		91,419		92,596		(1,177)
Completion and Production Services		21,498		34,519		(13,021)
Downhole Technologies		32,446		32,823		(377)
		$	145,363	$	159,938	$	(14,575)

Operating income (loss):
Offshore Manufactured Products		$	14,412	$	14,276	$	136
Completion and Production Services(1)		3,490		3,503		(13)
Downhole Technologies		(445)		(2,124)		1,679
Corporate(2)		(13,179)		(10,016)		(3,163)
		$	4,278	$	5,639	$	(1,361)

_______________

(1)During the first three months of 2025, we recognized charges of $0.9 million within the Completion and Production Services segment, associated primarily with the consolidation and exit of certain underperforming service locations.

(2)During the first three months of 2026, we recognized facility exit charges of $2.5 million and a non-cash impairment charge of $1.4 million associated with assets held for sale recorded in Corporate operations.

For further discussion of charges recognized during the three months ended March 31, 2026 and 2025, see Note 2, “Asset Impairments and Other Charges,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

We reported net income for the three months ended March 31, 2026 of $1.1 million, or $0.02 per share. The net income included restructuring and asset impairment charges of $4.1 million ($4.1 million after tax, or $0.07 per share) associated with the continued exit of certain of our U.S. land-based operations. These results compare to net income for the three months ended March 31, 2025 of $3.2 million, or $0.05 per share.

Our results of operations for the first three 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 three months of 2026 decreased $14.6 million, or 9%, from the first three months of 2025 driven primarily by our exit of underperforming service offerings and locations over the past 15 months. Excluding the impact of exited operations, consolidated revenues declined $3.1 million year-over-year.

Consolidated product revenues in the first three months of 2026 decreased $8.0 million, or 8%, from the first three months of 2025, due to lower connector, valve and production platform product sales. Consolidated service revenues in the first three months of 2026 decreased $6.6 million, or 11%, from the first three months of 2025. This decrease was concentrated in the United States, given our exit of certain underperforming land-based service offerings, partially offset by higher project-driven service activity.

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2026 and 2025 (in thousands):


	Offshore Manufactured Products				Completion and Production Services				Downhole Technologies				Total
Three Months Ended March 31	2026		2025		2026		2025		2026		2025		2026		2025
Project-driven:
Products	$	51,887	$	59,124	$	—	$	—	$	—	$	—	$	51,887	$	59,124
Services	30,710		24,424		—		—		—		—		30,710		24,424
Total project-driven	82,597		83,548		—		—		—		—		82,597		83,548
Military and other products	8,822		9,048		—		—		—		—		8,822		9,048
Short-cycle:
Products	—		—		—		—		31,871		32,379		31,871		32,379
Services	—		—		21,498		34,519		575		444		22,073		34,963
Total short-cycle	—		—		21,498		34,519		32,446		32,823		53,944		67,342
	$	91,419	$	92,596	$	21,498	$	34,519	$	32,446	$	32,823	$	145,363	$	159,938
By destination:
Offshore and international	$	84,403	$	85,241	$	10,956	$	13,390	$	9,315	$	7,606	$	104,674	$	106,237
U.S. land	7,016		7,355		10,542		21,129		23,131		25,217		40,689		53,701
	$	91,419	$	92,596	$	21,498	$	34,519	$	32,446	$	32,823	$	145,363	$	159,938


As a percentage of total:
Offshore and international	72	%	66	%
U.S. land	28	%	34	%

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the first three months of 2026 decreased $11.1 million, or 9%, compared to the first three months of 2025.

Consolidated product costs in the first three months of 2026 decreased $6.0 million, or 7%, compared to the first three months of 2025 due primarily to reduction in revenues. Consolidated service costs in the first three months of 2026 decreased $5.1 million, or 12%, compared to the first three months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.

Selling, General and Administrative Expense. Selling, general and administrative expense totaled $20.0 million in the first three months of 2026, which compares to expense of $22.5 million in the first three months of 2025. This year-over-year decrease is primarily associated with reduced personnel levels and short-term incentive compensation accruals.

Depreciation and Amortization Expense. Depreciation and amortization expense in the first three months of 2026 decreased $3.8 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 Assets Held for Sale. During the first three months of 2026, we 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, “Asset Impairments and Other Charges,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Other Operating Income, Net. During the first three months of 2026, we recognized $2.5 million of facility exit cost associated with assets held for sale within our Corporate operations.

Operating Income. Our consolidated operating income was $4.3 million in the first three months of 2026, which included $1.4 million in non-cash asset impairment charges as well as other charges totaling $2.7 million associated with the continued exit of our U.S. land-based operations and facilities. This compares to a consolidated operating income of $5.6 million in the first three months of 2025, which included $0.9 million associated with facility consolidations and exits. Excluding these charges, operating results improved by $1.8 million year-over-year, with the impact of a $3.8 million decrease in depreciation and amortization expense substantially offset by the impact of the revenue decline and lower gains on the sale of assets.

Interest Expense, Net. Net interest expense totaled $1.2 million in the first three months of 2026, which compares to $1.6 million in the first three months of 2025. Interest expense as a percentage of total debt outstanding was approximately 8% in the first three months of 2026 and 7% in the first three months of 2025.

Income Tax. For the first three months of 2026, our income tax provision was $2.1 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 $3.3 million. This compares to an income tax provision of $1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the first three months of 2025.

Other Comprehensive Income (Loss). Reported comprehensive income (loss) is the sum of reported net income and other comprehensive income (loss). Other comprehensive loss was $1.2 million in the first three months of 2026 compared to other comprehensive income of $5.5 million in the first three 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 three 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 three 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 three months of 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Segment Operating Results

Offshore Manufactured Products

Revenues. Our Offshore Manufactured Products segment revenues declined $1.2 million, or 1%, in the first three months of 2026 compared to the first three months of 2025 due primarily to lower demand for the segment’s international and offshore project-driven connector, valve and production platform products, substantially offset by higher service activity.

Operating Income. Our Offshore Manufactured Products segment reported operating income of $14.4 million in the first three months of 2026. This compares to operating income of $14.3 million in the first three months of 2025.

Backlog. Backlog in our Offshore Manufactured Products segment totaled $430 million as of March 31, 2026 compared to $435 million as of December 31, 2025. Bookings during the first three months of 2026 were $84 million, yielding a book-to-bill ratio of 0.9x.

Completion and Production Services

Revenues. Our Completion and Production Services segment revenues decreased $13.0 million, or 38%, in the first three months of 2026 compared to the first three 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 $1.6 million year-over-year.

Operating Income. Our Completion and Production Services segment reported operating income of $3.5 million in the first three months of 2026. This compares to operating income of $3.5 million in the first three months of 2025, which included charges totaling $0.9 million associated with facility consolidations and exits. Excluding the 2025 charges, the Completion and Production Services segment’s operating results declined $0.9 million from the prior-year period, due primarily to lower offshore and international activity levels, partially offset by a $1.8 million reduction in depreciation and amortization expense.

Downhole Technologies

Revenues. Our Downhole Technologies segment revenues decreased $0.4 million, or 1%, in the first three months of 2026 from the first three months of 2025, driven by lower U.S. customer activity levels and competitive market conditions.

Operating Loss. Our Downhole Technologies segment reported an operating loss of $0.4 million in the first three months of 2026. This compares to an operating loss of $2.1 million reported in the first three months of 2025. The $1.7 million improvement in operating results was due primarily to a $2.5 million reduction in depreciation and amortization expense, partially offset by the reported revenue decline.

Corporate

Operating Loss. Corporate expenses totaled $13.2 million in the first three months of 2026, which included a $1.4 million impairment of assets held for sale and costs totaling $2.5 million associated with ongoing plans to monetize assets held for sale. This compares to Corporate expenses of $10.0 million in the first three months of 2025. Excluding these items, Corporate expenses decreased $0.7 million year-over-year due primarily to lower short-term incentive compensation accruals.

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, including the repayment of the 2026 Notes upon their maturity on April 1, 2026. 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.

Operating Activities

Cash flows used in operations totaled $1.9 million during the first three months of 2026, compared to $9.3 million generated by operations during the first three months of 2025.

During the first three months of 2026, $13.3 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 three months of 2025, $5.6 million was used to fund net working capital increases, primarily due to 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.

Investing Activities

Net cash used in investing activities during the first three months of 2026 totaled $3.4 million, compared to nil provided by investing activities during the first three months of 2025, with proceeds from asset sales offsetting capital expenditures.

Capital expenditures totaled $4.2 million and $9.2 million during the first three months of 2026 and 2025, respectively. These investments were offset by proceeds from the sale of property and equipment, and assets held for sale of $0.9 million and $9.2 million during the first three 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 three months of 2026, net cash of $6.0 million was used in financing activities, which included 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 $8.0 million of cash used in financing activities during the first three months of 2025, which included the repurchase of $5.3 million of our common stock.

As of March 31, 2026, we had cash and cash equivalents totaling $59.0 million, no borrowings outstanding under our Cash Flow Credit Agreement, $52.7 million principal amount of our 2026 Notes outstanding and other debt of $2.2 million. Our reported interest expense included amortization of deferred financing costs of $0.8 million during the first three months of 2026. For the first three months of 2026, our contractual cash interest expense was $0.8 million, or approximately 6% 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, including full retirement of our 2026 Notes upon maturity on April 1, 2026. 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.

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. The amount remaining under our share repurchase authorization as of March 31, 2026 was $24.7 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 is available through 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 March 31, 2026, we had no borrowings outstanding under the Cash Flow Credit Agreement and $12.7 million of outstanding letters of credit.

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. As of March 31, 2026, $52.7 million principal amount of the 2026 Notes was outstanding. The outstanding 2026 Notes matured and were retired on April 1, 2026, with a combination of: $25.5 million of cash on-hand; borrowings of $25.0 million under the Revolving Credit Facility; and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million). The Company will recognize 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 9% of our combined total debt and stockholders’ equity as of both March 31, 2026 and December 31, 2025.

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 March 31, 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.

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 March 31, 2026, we had no 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.

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 three months of 2026, our reported foreign currency exchange gains were $0.1 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 $1.2 million from $66.3 million as of December 31, 2025 to $67.5 million as of March 31, 2026, due to changes in currency exchange rates. During the first three 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 5% 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 March 31, 2026 at the reasonable assurance level.

(ii) Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s 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 March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

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)(2)	Average Price Paid per Share(1)(2)		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(3)
January 1 through January 31, 2026	—	$	—	—	$	24,697,602
February 1 through February 28, 2026	369,661	10.69		—	24,697,602
March 1 through March 31, 2026	—	—		—	24,697,602
Total	369,661	$	10.69	—

________________

(1)Average price paid per share excludes the impact of excise taxes.

(2)During the three-month period ended March 31, 2026, 369,661 shares were acquired from employees in connection with the settlement of income tax or related benefit withholding obligations arising from vesting of stock awards.

(3)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 March 31, 2026, $25.3 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 March 31, 2026, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cindy B. Taylor Transition Arrangement

As previously announced in our Current Report on Form 8-K filed with the SEC on March 23, 2026, Cindy B. Taylor ceased from serving in her positions as the Company’s President and Chief Executive Officer, effective as of May 1, 2026 (the “Transition Date”). Ms. Taylor also resigned from her position on the Board of Directors, effective as of the Transition Date.

In connection with Ms. 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 with Ms. Taylor (the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Taylor will continue to be employed by the Company in the capacity of Senior Advisor and to provide services to the Company for a minimum of twenty (20) hours per week during the period commencing on the Transition Date and ending on November 1, 2026 (the “Employment Term”), at which time Ms. Taylor will voluntarily retire from employment with the Company.

During the Employment Term, so long as Ms. Taylor satisfies the terms and conditions of the Transition Agreement, she will receive (i) a monthly base salary of $46,250, (ii) reimbursement of reasonable business and travel expenses, and (iii) continued vesting of her unvested equity awards. Ms. Taylor will remain eligible to receive a pro-rata performance payment for the 2026 calendar year in accordance with the terms of the Company's annual incentive compensation plan (the “AICP”). Ms. Taylor will also continue to be eligible to participate in the Company’s benefit plans and programs generally available to all employees.

Upon expiration of the Employment Term, (i) any outstanding performance-based awards and (ii) any outstanding time-based awards granted in calendar year 2026, in each case held by Ms. Taylor, will vest in accordance with the terms of the applicable award agreements and the Company’s Amended and Restated Equity Participation Plan (the “LTIP”). Any outstanding time-based awards granted in calendar years 2024 and 2025 held by Ms. Taylor will vest in full upon expiration of the Employment Term in accordance with the terms of the Transition Agreement.

The Transition Agreement also contains customary confidentiality, non-competition, and non-solicitation covenants. The non-competition restrictions apply from the Transition Date until six (6) months after the Employment Term expires, and the non-solicitation restrictions apply from the Transition Date until twelve (12) months after the Employment Term expires. The Transition Agreement also contains a general release of claims by Ms. Taylor in favor of the Company and its affiliates and requires Ms. Taylor to execute a confirming release following the end of the Employment Term.

The Employment Term may be terminated prior to expiration by mutual agreement, by Ms. Taylor’s voluntary resignation, upon Ms. Taylor’s death or disability, or by the Company with or without “Cause” (as defined in the Transition Agreement). Upon expiration of the Employment Term or early termination without Cause, Ms. Taylor will be entitled to receive any unpaid base salary earned through the date of termination and any unreimbursed expenses. If the Company terminates the Employment Term without Cause, subject to Ms. Taylor’s execution and non-revocation of a release of claims, Ms. Taylor will be entitled to receive the remaining base salary payments that would have been payable through November 1, 2026.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Executive Compensation Changes

In connection with the transition of the Company’s executive officers, the Compensation Committee approved certain adjustments to the compensation of Lloyd A. Hajdik, the Company’s President and Chief Executive Officer, Philip S. Moses, the Company’s Executive Vice President and Chief Operating Officer, and Matthew E. Autenrieth, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, effective May 1, 2026. The Compensation Committee increased the annual base salaries of Messrs. Hajdik and Autenrieth to $600,000 and $375,000, respectively, as well as increased each of the executives’ target bonus percentages under the AICP to 100% for Mr. Hajdik, 100% for Mr. Moses, and 60% for Mr. Autenrieth.

The Compensation Committee also approved the grant of incremental time-based restricted stock awards in grant date amounts equal to $750,000 for Mr. Hajdik, $150,000 for Mr. Moses, and $400,000 for Mr. Autenrieth. The time-based restricted stock awards were granted pursuant to the LTIP, and are subject to the terms and conditions set forth in the applicable award agreements, and are effective May 1, 2026.

Matthew E. Autenrieth Compensation Arrangements

As previously announced in our Current Report on Form 8-K filed with the SEC on March 23, 2026, effective May 1, 2026, the Company appointed Mr. Autenrieth to the position of Executive Vice President, Chief Financial Officer and Treasurer. On May 1, 2026, the Company entered into an executive agreement with Mr. Autenrieth (the “Executive Agreement”), which provides for certain compensation and benefits to be payable upon a qualifying termination of Mr. Autenrieth's employment or a “Change of Control” of the Company (as defined in the Executive Agreement). As of the effective date of the Executive Agreement, Mr. Autenrieth will no longer participate in the Company’s Change of Control Severance Plan for Selected Members of Management.

Specifically, the Executive Agreement provides for the following termination payments and benefits:

•Change of Control Severance Benefits. In the event that, during the twenty-four (24) months following a Change of Control, Mr. Autenrieth is terminated by the Company other than for “Cause” or Mr. Autenrieth resigns for “Good Reason” (each, as defined in the Executive Agreement), Mr. Autenrieth will be entitled to receive a lump sum severance payment equal to two (2) times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the Company’s AICP. In addition, upon such termination, Mr. Autenrieth would be entitled to (a) accelerated vesting of all options, restricted shares and restricted stock units, (b) vesting in all qualified and nonqualified retirement plans, (c) a benefit continuation subsidy for up to a thirty-six (36)-month period following termination and (d) outplacement benefits.

•Regular Severance Benefits. In the event Mr. Autenrieth is terminated by the Company other than for Cause outside of the twenty-four (24) month period following a Change of Control, Mr. Autenrieth would be entitled to receive a lump sum severance payment equal to one (1) times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the AICP. In addition, upon such termination, Mr. Autenrieth would be entitled to (a) accelerated vesting of all restricted shares and restricted stock units and (b) a benefit continuation subsidy for up to a twenty-four (24)-month period following termination.

All severance and other termination benefits payable pursuant to the Executive Agreement are conditioned upon Mr. Autenrieth executing a release of claims in favor of the Company.

In addition, the Executive Agreement provides that Mr. Autenrieth will receive accelerated vesting of any outstanding stock options, restricted shares and restricted stock units upon the occurrence of a Change of Control (without regard to whether his employment is terminated).

The foregoing description of the Executive Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Agreement, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

ITEM 6. Exhibits


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, as filed with the SEC on July 27, 2023 (File No. 001-16337)).

3.2	—	Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on February 17, 2023 (File No. 001-16337)).

3.3	—	Certificate of Designations of Special Preferred Voting Stock of Oil States International, Inc. (incorporated by reference to Exhibit 3.3 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)).

10.1	—	Cash Flow Credit Agreement, dated as of January 28, 2026 , 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 January 28, 20 26 (File No. 001-16337)).

1 0.2*+	—	Form of Restricted Stock Agreement under the Registrant’s Second Amended and Restated Equity Participation Plan.

1 0 .3 *+	—	Employment Transition Agreement and General Release of Claims between Oil States International, Inc. and Cindy B. Taylor effective May 1, 2026.

1 0.4 *+	—	R estricted Stock Agreement under the Company ’s Amended and Restated Equity Participation Plan between Oil States International, Inc. and Cindy B . Taylor dated February 19 , 2026.

1 0.5 *+	—	Executive Agreement between Oil States International, Inc. and Matthew E. Autenrieth effective May 1, 2026.

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, as amended.

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, as amended.

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, as amended.

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, as amended.

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

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:

May 5, 2026

By:

/s/ Matthew E. Autenrieth

Matthew E. Autenrieth

Executive Vice President, Chief Financial Officer and

Treasurer (Duly Authorized Officer and Principal Financial Officer)

EXHIBIT 10.3

EMPLOYMENT TRANSITION AGREEMENT AND
GENERAL RELEASE OF CLAIMS

This EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) is made and entered into by and between Oil States International, Inc., a Delaware corporation (the “Company”), and Cindy B. Taylor (“Employee”). The Company and Employee are each referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Employee is currently employed by the Company in the position of President and Chief Executive Officer;

WHEREAS, Employee will cease performing services as the Company’s President and Chief Executive Officer, and as a member of the Board of Directors of the Company (the “Board”) effective May 1, 2026 (the “Transition Date”);

WHEREAS, following the Transition Date, the Company desires Employee to continue to provide services to the Company as a non-executive employee in the position of Senior Advisor until the Separation Date (defined below), and Employee wishes to continue to be employed in such capacity;

WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company or any of the other Company Parties (as defined below), including any claims that Employee may have arising out of her employment or the end of such employment;

WHEREAS, the Parties wish to memorialize certain of their respective rights and obligations that they have agreed to and that shall apply after the Transition Date and in connection with the Separation Date; and

WHEREAS, the Parties wish for Employee to receive the benefits set forth in this Agreement, conditioned upon Employee’s timely entry into (and non-revocation of) and return of this Agreement and compliance with the terms of this Agreement.

NOW, THEREFORE, in consideration of these premises and the mutual promises, covenants, and obligations contained herein, the Company and Employee agree as follows:

1. Transition Date. The Parties acknowledge and agree that, effective as of the Transition Date, Employee shall no longer serve as President and Chief Executive Officer of the Company. Following the Transition Date, Employee shall continue to provide services as an employee of the Company as set forth in Section 5 below. As used in this Agreement, the term “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority, contract or equity interest. Employee acknowledges and agrees that, as of the Transition Date, Employee has resigned from the Board and any boards of directors of any of the Company’s Affiliates, and Employee agrees to execute any documents reasonably necessary to effectuate such resignations.

2. Receipt of Leaves and Compensation. In entering into this Agreement, Employee expressly acknowledges and agrees that Employee has received all leaves (paid and unpaid) to which Employee has been entitled during Employee’s employment with the Company or any of its Affiliates prior to the Transition Date, and (with the exception of the Annual Incentive Plan payment as described in Section 3 below, the Base Salary (as defined below) and any expenses as set forth below in Section 5, and (if still unpaid) any unpaid base salary for services performed in the pay period in which the Transition Date occurred), Employee has received all wages, bonuses and other compensation, been provided all benefits and been afforded all rights and been paid all sums that Employee is owed or has been owed by the Company or any Company Party. For the avoidance of doubt, Employee expressly acknowledges and agrees that, other than the benefits expressly set forth in this Agreement, Employee is not eligible for any severance pay or severance benefits from the Company or any Company Party.

3. Annual Bonus Payments. The Parties acknowledge that Employee was an eligible participant in the Company’s Annual Incentive Compensation Plan, effective as of January 1, 2020 (the “Annual Incentive Plan”), during the 2026 calendar year. Employee’s separation from service on the Separation Date shall be treated as a retirement for purposes of section 6 of the Annual Incentive Plan, and Employee shall be eligible to receive a pro-rata performance payment under the Annual Incentive Plan for the 2026 calendar year, subject to and in accordance with the terms of the Annual Incentive Plan. For the avoidance of doubt, any payments under the Annual Incentive Plan shall be made after the end of the 2026 calendar year, but in no event later than March 15, 2027.

4. Equity Award Treatment. Provided that Employee (a) executes this Agreement on or within twenty-one (21) days of the Transition Date and returns an executed copy to the Company, care of William Maxwell, General Counsel at [email protected], (b) does not revoke her acceptance of this Agreement pursuant to Section 14 below, (c) abides by each of Employee’s commitments set forth herein, and (d) timely executes (and does not revoke) the Confirming Release (as defined below) in the time provided in Section 8 to do so, then the Company shall provide for the payments and benefits described below:

(a) During the Employment Term (as defined below in Section 5(b)), all of the outstanding equity-based incentive awards held by Employee as of the Transition Date, pursuant to the Company’s Amended and Restated Equity Participation Plan, effective as of May 1, 2021 (the “LTIP”), shall continue to vest in accordance with the terms of the applicable award agreements and the LTIP, subject to the following:

(i) Performance Award. Upon the end of the Employment Term pursuant to Section 5(b) of this Agreement, any outstanding performance-based awards (“Performance Awards”) held by Employee shall vest in accordance with the terms of the individual award agreements and the LTIP. Upon the termination of the Employment Term for any other reason, the Performance Awards will receive the same treatment set forth in the Performance Award agreements for that termination of service.

(ii) Restricted Stock Award. Upon the end of the Employment Term pursuant to Section 5(b) of this Agreement, any outstanding time-based stock awards (“RS Awards”) granted in calendar years 2024 and 2025 shall vest in full and any outstanding RS Awards granted in the calendar year 2026 shall vest in accordance with the terms of the award agreement and the LTIP. Upon the termination of the Employment Term for any other reason, the RS Awards will receive the same treatment set forth in the RS Award agreements for that termination of service.

(iii) Any awards outstanding following the application of this Section 4(a) at the end of the Employment Term shall be forfeited with no consideration.

(iv) For the avoidance of doubt, except as provided in Section 4(a)(ii), the vesting and payment of such awards, if at all, shall be exclusively governed by and in accordance with the terms of the individual award agreements and the LTIP. The Company shall administer and interpret all terms of the existing Performance Award agreements and RS Award agreements as necessary or appropriate to take into consideration the changes set forth in this Agreement regarding employment and service requirements.

(b) For the avoidance of doubt, the benefits provided within this Section 4 shall not be subject to the forfeiture or clawback provisions of Section 5(d), but instead will continue to be governed by the terms of the LTIP and the applicable award agreements.

(c) Employee expressly acknowledges and agrees that she is not entitled to the benefits set forth in this Section 4(a) but for Employee’s timely entry into (and non-revocation of) this Agreement and satisfaction of the terms herein.

5. Senior Advisor Role.

(a) Services. During the Employment Term, Employee agrees to provide, in the position of Senior Advisor, consultation and advice related to the business of the Company and its subsidiaries (the “Services”). Following the Transition Date, Employee shall not serve as an executive officer of the Company or serve on the Board and shall not present herself as an executive officer of the Company. During the Employment Term, (i) Employee agrees to attend such meetings with Company representatives, members of the Board, Company clients or Company stockholders as directed by the Company and (ii) Employee shall devote reasonable time and her reasonable best efforts, skill and attention to the performance of the Services, including travel reasonably requested in the performance of such Services. Employee shall have the right to devote her business time and working efforts to other business and professional opportunities as do not unreasonably interfere with her rendering of the Services to the Company or otherwise present a conflict of interest with respect to her employment with the Company. The Parties agree that Employee will provide Services for a minimum of twenty (20) hours each week during the Employment Term, as it is the intent of the Parties that Employee will not “separate from service” with the Company and its applicable Affiliates pursuant to the rules and regulations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as of the Transition Date; therefore, notwithstanding anything to the contrary within this Section 5(a), Employee’s service to the Company and its Affiliates pursuant to this Agreement will be treated as continuous service for purposes of Section 409A of the Code with respect to all compensation, benefits, arrangements or documents where such an analysis is applicable.

(b) Employment Term. Unless earlier terminated as provided under Section 5(d) below, the “Employment Term” shall be the period commencing on the Transition Date and ending on November 1, 2026, at which time Employee’s employment with the Company shall terminate, due to Employee’s voluntary retirement. As used herein, the “Separation Date” means November 1, 2026, or such earlier date that Employee’s employment with the Company actually terminates. There shall be no extension of this Agreement other than by written instrument duly executed and delivered by the Parties.

(i) Base Salary. During the Employment Term, the Company shall pay Employee a monthly base salary at the rate of $46,250, which is an amount equal to sixty percent (60%) of Employee’s monthly base salary as in effect immediately prior to the Transition Date (the “Base Salary”), payable in accordance with the normal payroll practices of the Company.

(ii) Expenses. During the Employment Term, the Company shall provide Employee with, or reimburse Employee for, all reasonable and necessary business and travel expenses that are incurred by Employee in connection with the performance of the Services, so long as such expenses are in accordance with the Company’s expense reimbursement policies or consistent with such guidelines as the Company may from time to time establish. Requests for reimbursement must be supported by appropriate documentation reasonably acceptable to the Company and shall be submitted monthly to the Company by Employee. The Company shall reimburse Employee for approved expenses within 30 days of receiving the supporting documentation for a request.

(iii) Benefits. During the Employment Term, Employee shall be eligible to participate in the Company’s employee benefit plans and programs generally available to all employees, subject to the terms and conditions of such plans and programs.

(iv) Withholding. The Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

(d) Effect of Termination on Payments. Notwithstanding any provision of this Agreement to the contrary, Employee’s employment during the Employment Term shall be terminated prior to the Separation Date upon any of the following:

(i) the termination of employment on a date mutually agreed to in writing by the Parties;

(ii) the termination of employment by voluntary resignation of Employee;

(iii) the death or adjudicated incompetency of Employee;

(iv) the Disability (defined below) of Employee;

(v) the termination of employment by the Company without Cause (defined below); or

(vi) the termination of employment by the Company with Cause.

“Disability” shall mean a determination by the Board that the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

“Cause” shall mean (1) Employee’s conviction of (or plea of nolo contendere to) a felony, dishonesty or a breach of trust as regards the Company or any subsidiary; (2) Employee’s commission of any act of theft, fraud, embezzlement or misappropriation against the Company or any subsidiary that is materially injurious to the Company or such subsidiary regardless of whether a criminal conviction is obtained; (3) Employee’s willful and continued failure to devote 60% of her business time to the Company’s business affairs (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) which failure is not remedied within a reasonable time after written demand is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Employee has failed to devote 60% of her business time to the Company’s business affairs; (4) Employee’s unauthorized disclosure of confidential information of the Company that is materially injurious to the Company; or (5) Employee’s violation of any material Company policy applicable to employees.

Upon expiration or termination of the Employment Term pursuant to Section 5(b) or Section 5(d)(i), (ii), (iii), (iv), or (vi) the Company shall pay to Employee any unpaid Base Salary earned as of the date of the termination and any unreimbursed expenses (to the extent incurred, documented and submitted pursuant to Section 5(c)(ii)) (collectively, the “Accrued Obligations”), and Employee shall be entitled to no other compensation from the Company. For the avoidance of doubt, Employee’s equity-based incentive awards shall be treated in accordance with Section 4(a) based on the Separation Date. For purposes of this Section 5(d), the Base Salary is deemed to be “earned” on a daily basis during the Employment Term. Upon termination of the Employment Term pursuant to Section 5(d)(v), (i) the Company shall pay to Employee the Accrued Obligations, and (ii) subject to Employee’s timely execution and non-revocation of the Confirming Release, the Company shall pay to Employee the remaining Base Salary payments, if any, that Employee would have been paid through November 1, 2026, as if the Employment Term had not been earlier terminated. Any Base Salary paid pursuant to this Section 5(d) in connection with a termination pursuant to Section 5(d)(v) shall be paid at the time(s) such Base Salary payment(s) otherwise would be made under this Agreement, provided that the initial payment shall not be made until the Confirming Release is effective. Employee’s final paycheck shall be paid in accordance with applicable law. Any unreimbursed expenses paid pursuant to this Section 5(d) shall be paid as provided in Section 21. Payment or settlement of account balances pursuant to other company employee benefit plans will be paid in accordance with the terms and conditions of those benefit arrangements.

6. Confidentiality; Non-Competition and Non-Solicitation.

(a) Definitions for the purposes of this Section 6:

(i) “Business” shall mean the business of manufacturing products and providing associated services used in the drilling, completion, and subsea infrastructure sectors of the oil and natural gas industry, as well as in the naval products sector.

(ii) “Company” shall mean the Company and its Affiliates.

(iii) “Confidential Information” shall mean all trade secrets, non-public information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by or disclosed to Employee, individually or in conjunction with others, during the period of Employee’s employment with the Company (regardless of time and place) that relate to the Company’s businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks). Confidential Information shall not include any information that is or becomes generally available to or known by the public other than as a result of a breach of this Agreement by Employee.

(b) During the Employment Term and at all times thereafter, Employee shall not, directly or indirectly, disclose or otherwise utilize any Confidential Information, except for the benefit of the Company or its Affiliates. At any time upon request by the Company or upon the termination of the Employment Term or this Agreement for any reason, Employee agrees to return to the Company documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information in Employee’s possession, custody or control and Employee shall not retain any such document or other materials. Within fifteen (15) days of any such request, Employee shall certify to the Company in writing that all such documents and materials have been returned to the Company.

(i) Nothing in this Agreement shall prohibit or restrict Employee from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law; (b) initiating, assisting, participating, cooperating or testifying in any action, investigation or proceeding with, responding to any inquiry or legal process directed to Employee from, complying with any subpoena, or providing information to, the Equal Employment Opportunity Commission, the Securities and Exchange Commission, Department of Justice, Department of Labor, National Labor Relations Board, or other federal, state or local governmental or regulatory agency or commission (each a “Governmental Agency” and collectively “Governmental Agencies”) and/or pursuant to the Sarbanes-Oxley Act; (c) disclosing an act of sexual abuse (as defined in Tex. Civ. Prac. & Rem. Code § 129C.001) or facts related to an act of sexual abuse to any other person; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law, rule or regulation; provided, that to the extent permitted by law, upon Employee’s receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Employee agrees to give prompt written notice by delivery to the Company, and wait at least ten (10) days before responding to such subpoena, court order or other legal process, in order to permit the Company to protect the interests in confidentiality to the fullest extent possible; provided, further, that such notice to the Company does not prevent compliance with the subpoena, court order or other legal process, or the law. In addition, nothing in this Agreement shall prohibit or restrict Employee from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Nothing in this Agreement requires

Employee to obtain prior authorization from the Company, or any other person or entity before engaging in any conduct described in this paragraph, or to notify the Company that Employee has engaged in any such conduct.

(ii) 18 U.S.C. § 1833(b) provides: (i) “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal,” and (ii) “An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Employee has the right to disclose in confidence trade secrets to a Governmental Authority, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Employee also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(d) During the period commencing on the Transition Date and ending on the date that is six (6) months after the Separation Date, Employee shall not, directly or indirectly, for her benefit or for the benefit of any other person or entity other than the Company or its Affiliates, (i) provide services that are the same as or similar to the Services or any services that Employee provided to the Company or its Affiliates during her period of employment to any customer of the Company or its Affiliates or any other person or entity that engages in the Business (including consulting and advisory firms), (ii) own, manage, operate, control, become a director, officer, employee or consultant of, have any interest in, become a lender to, or otherwise be affiliated with any Business that competes with the Company or its Affiliates, or (iii) otherwise engage in the Business, in each case of (i)-(iii) in the geographical areas where the Company engages in the Business.

(e) During the period commencing on the Transition Date and ending on the date that is twelve (12) months after the Separation Date, Employee agrees that she will not, directly or indirectly, for her benefit or for the benefit of any other person or entity other than the Company or its Affiliates:

(i) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or its Affiliates any person or entity who or which is a customer, consultant or supplier of the Company or its Affiliates, in each case with whom or which Employee had contact or about whom Employee had access to Confidential Information during the last twelve months of her employment with the Company; or

(ii) engage, employ, solicit or contact with a view to the engagement or employment of any person who is an officer, director, employee, contractor, or agent of the Company or its Affiliates, provided that general solicitations not directed to such persons shall not be a violation of this provision.

(f) Employee agrees and acknowledges that the limitations and restrictions set forth herein are reasonable and are material and substantial parts of this Agreement and are necessary to prevent unfair competition and to protect the Company’s legitimate business interests, including the protection of its Confidential Information and goodwill. Employee further acknowledges and agrees that it is the intent of the Parties that the covenants in this Section 6, and each provision and portion thereof, are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or temporal restrictions set forth are unreasonable, then it is the intention of the Parties that such restrictions be enforced to the fullest extent which the arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.

(g) Because of the difficulty of measuring economic losses to the Company as a result of a breach or threatened breach of the covenants set forth in this Section 6, and because of the immediate and irreparable damage that would be caused to the Company for which it would have no other adequate remedy, the Company shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s exclusive remedy for breach but instead shall be in addition to all other rights and remedies available to the Company at law and equity.

7. Release of Claims.

(a) For good and valuable consideration, including the Company’s provision of consideration set forth in Sections 4 and 5 to which Employee was not entitled but for her entry into (and non-revocation of) this Agreement, Employee hereby forever releases, discharges and acquits the Company, each of its parent companies, subsidiaries and other Affiliates and each of the foregoing entities’ respective past, present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities (collectively, the “Company Parties”), as well as all employee benefit plans maintained by a Company Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities, from liability for, and Employee hereby waives, any and all claims, damages, costs, or causes of action of any kind, whether known or unknown, related to Employee’s employment with any Company Party, the planned termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the time that Employee executes this Agreement, including without limitation, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the Occupational Safety and Health Act, as amended; (E) the Family and Medical Leave Act of 1993; (F) the Workers Adjustment and Retraining Notification Act, as amended; (G) the Sarbanes-Oxley Act of 2002; (H) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (I) the Fair Labor Standards Act and any other federal, state, or local wage law; (J) the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (K) any other local, state or federal anti-discrimination or anti-retaliation law; (L) any other local, state or federal law, regulation or ordinance; (ii) claims arising out of or for any alleged violation of any public policy, contract, tort, or common law claim, or claim for defamation, emotional distress, negligence, fraud or misrepresentation of any kind, estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; (iv) any and all claims Employee may have under any employment agreement or any other contract with any Company Party; and (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b) Notwithstanding any other provision of this Agreement, in no event shall the Released Claims include (i) any claim based on facts occurring after the date Employee executes this Agreement; (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that ERISA prevents from being released pursuant to a release agreement; (iii) any claim to vested benefits under the Company’s Deferred Compensation Plan; (iv) any claim for breach of this Agreement by the Company, or (v) any other claim that cannot be released as a matter of law. Nothing herein will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.

(c) Further, notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with any Governmental Agency or participating in or cooperating with any investigation or proceeding conducted by any Governmental Agency or communicating with any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Released Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity). Nothing herein shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding truthfully to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this Section 7(c) or to notify any Released Party that Employee engaged in any such conduct.

8. Confirming Release. On the Separation Date or within twenty-one (21) days thereafter, Employee shall execute the Confirming Release Agreement in a form substantially similar to that as is attached hereto as Exhibit A (the “Confirming Release”), which is incorporated by reference as if fully set forth herein, and return the executed Confirming Release to the Company, care of William Maxwell, General Counsel via e-mail to [email protected], so that it is received by the Company no later than twenty-one (21) days after the Separation Date. The Company shall provide Employee an execution version of the Confirming Release not later than the Separation Date.

9. Return of Company Property. Employee agrees that following the Separation Date (or at any time upon request by the Company), she shall return all property of the Company and of its Affiliates and any divisions thereof which is in her possession, including, but not limited to, Company documents, contracts, agreements, financial books and records, plans, notes, computers, electronically stored data, and all copies of the foregoing.

10. Survival. Upon the Separation Date, this Agreement shall terminate and Company shall have no further obligation to Employee; provided that the provisions set forth in Sections 6 through 17, and the provisions required to interpret them, shall remain in full force and effect after the termination of this Agreement for any reason.

11. Dispute Resolution.

(a) Any and all claims, demands, causes of action, disputes, controversies and other matters in question arising out of or relating to this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the Company or any of its Affiliates or other Company Party and Employee (all of which are referred to herein as “Claims”), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief shall be finally resolved and decided solely by binding arbitration conducted by a single arbitrator selected by mutual agreement by the Parties or in accordance with the American Arbitration Association’s Employment Arbitration Rules sitting in Houston, Texas pursuant to the Federal Arbitration Act (“FAA”) in accordance with the American Arbitration Association’s Employment Arbitration Rules then in effect; provided, however, notwithstanding the foregoing, this Section 11 shall not be construed to limit the Company’s or Employee’s right to obtain equitable relief with respect to any matter, and, pending a final determination by the arbitrator with respect to any such application for equitable relief, the Company and Employee shall be entitled to obtain any such relief by direct application to state, federal, or other court having jurisdiction, without being required to first arbitrate such matter or controversy.

(b) Each Party shall bear its own fees and expenses (including all legal fees and related expenses) associated with such arbitration. Any determination by the arbitrator shall be consistent with the provisions of this Agreement as set forth herein. The decision of the arbitrator shall be binding on the Parties to the arbitration. Judgment upon any award rendered in any such arbitration proceeding may be entered by any court having jurisdiction.

(c) This agreement to arbitrate shall be enforceable in either federal or state court having jurisdiction. The enforcement of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the FAA. In deciding the substance of any Claim, the arbitrator shall apply the substantive laws of the State of Texas; provided, however, that the arbitrator shall have no authority to award treble, exemplary, punitive or similar type damages under any circumstances regardless of whether such damages may be available under Texas law, and the Parties hereby waive to the fullest extent permitted by law their right, if any, to recover treble, exemplary, punitive or similar type damages in connection with any Claim. The arbitration proceedings and the arbitrator’s award shall be and remain confidential.

(d) The Company and its Affiliates may, without waiving any remedy of arbitration, seek from any court of competent jurisdiction, any interim, emergency or provisional relief (including specific performance, temporary restraining orders and preliminary injunctive relief), for the purpose of enforcing the restrictive covenants set forth in this Agreement pending the arbitrator’s final determination of the merits of a Claim.

12. Entire Agreement. This Agreement, together with the LTIP and individual award agreements that govern the awards described in Section 4(a), set forth the entire agreement between the Parties with respect to its subject matter and supersede all prior discussions, agreements and understandings of every kind and nature between any of them, and neither Party shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement. This Agreement may not be changed or modified except by an agreement in writing, signed by the Parties.

13. Employee’s Representations. This Agreement is an important legal document, and the Company hereby advises Employee to consult with a lawyer of her choosing before entering into this Agreement. By executing and delivering this Agreement, Employee acknowledges the following:

(a) Employee has carefully read this Agreement and has had sufficient time (and at least twenty-one (21) days) to consider it;

(b) Employee has been advised in writing to discuss this Agreement with an attorney of Employee’s choice and Employee has had adequate opportunity to do so prior to executing this Agreement;

(c) Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any Company Party with respect to any Released Claim;

(d) Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated herein; and Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will, and Employee understands and agrees to each of the terms of this Agreement;

(e) The only matters relied upon by Employee and causing Employee to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and

(f) No Company Party has provided any tax advice regarding this Agreement and Employee has had the opportunity to receive sufficient tax advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax implications thereof.

14. Effective Date. Employee has seven (7) calendar days after signing this Agreement to revoke it (such seven (7)-day period is referred to herein as the “Revocation Period”). This Agreement will not become effective or enforceable unless the Revocation Period has expired without Employee exercising Employee’s revocation right. To be effective, such revocation must be in writing received by the Company, care of William Maxwell, General Counsel at [email protected], so that it is received no later than 11:59 p.m. central standard time, on the last day of the Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, then no consideration shall be provided to Employee pursuant to this Agreement, and the release of claims set forth in this Agreement shall be of no force or effect. Provided that Employee does not timely revoke this Agreement, it shall become effective and enforceable on the eighth (8th) day after Employee signs this Agreement (the “Effective Date”).

15. No Waiver. The failure of any Party to enforce any of the terms, provisions or covenants herein shall not be construed as a waiver of the same or of the right of such Party to enforce the same. Waiver by any Party of any breach or default by any other Party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

16. Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

17. Notices. Any notice given hereunder shall be in writing and shall be deemed to have been given: when delivered by messenger or courier service (with appropriate receipt), or on the second business day after being mailed by registered or certified mail (return receipt requested), addressed as follows:

If to Company: Oil States International, Inc.

333 Clay Street, Suite 4620

Houston, Texas 77002

Attention: William Maxwell

If to Employee: At the address in the Company’s records

or at such other address as shall be indicated to either Party in writing. Notice of change of address shall be effective only upon receipt.

18. Third-Party Beneficiaries. Employee expressly acknowledges and agrees that each Company Party shall be a third-party beneficiary of Employee’s covenants and obligations under this Agreement that reference a Company Party.

19. 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.

20. Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and its Affiliates and any other person, association, or entity which may hereafter acquire or succeed to all or a portion of the business or assets of the Company by any means, whether direct or indirect, by purchase, merger, consolidation, or otherwise. The Parties expressly acknowledge that the Company’s rights under this Agreement are assignable and that such rights shall be fully enforceable by any of the Company’s assignees or successors in interest. Employee’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations of Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, by Employee without the prior written consent of the Company, which shall not be unreasonably conditioned, withheld or delayed.

21. Section 409A. The intent of the Parties is that any payments due under this Agreement are exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistently with such intent. The Company and Employee shall take commercially reasonable efforts to reform or amend any provision hereof to the extent it is reasonably determined that such provision would or could reasonably be expected to cause Employee to incur any additional tax or interest under Section 409A to try to comply with the requirements of Section 409A through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with such requirements; provided, that any such modification shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Company and Employee of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing provisions of this Section 21, Employee is responsible for any and all taxes (including any taxes imposed under Section 409A) associated with any payments under this Agreement. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment. All taxable reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any other provision of this Agreement, if (a) any payment pursuant to this Agreement is conditioned upon the execution and delivery by Employee of a release of claims, and if (b) the period beginning with the earliest date the release could be delivered to the Company by Employee and ending with the latest date the release could become irrevocable after execution and delivery by Employee begins in one calendar year and ends in a later calendar year, then such payment shall be made no earlier than the first business day of such later calendar year.

22. Headings and Construction. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original for all purposes but which, together, shall constitute one and the same instrument.

(signature page follows)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below.

COMPANY:

EMPLOYEE:

OIL STATES INTERNATIONAL, INC.

By:

William E. Maxwell

Cindy B. Taylor

Vice President, Legal and

Corporate Secretary

Date:

SIGNATURE PAGE TO EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS

EXHIBIT A

CONFIRMING RELEASE AGREEMENT

This Confirming Release Agreement (the “Confirming Release”) is that certain Confirming Release referenced in Section 8 of the Employment Transition and General Release Agreement (the “Transition Agreement”), entered into by and between Oil States International, Inc., a Delaware corporation (the “Company”), and Cindy B. Taylor (“Employee”). Capitalized terms used herein that are not otherwise defined have the meanings assigned to them in the Transition Agreement. In signing below, Employee agrees as follows:

1. Complete Release of Claims.

a. For good and valuable consideration set forth the Transition Agreement (and any portion thereof), Employee hereby forever releases, discharges and acquits the Company, each of its parent companies, subsidiaries and other Affiliates and each of the foregoing entities’ respective past, present and future parent companies, subsidiaries, Affiliates, boards of directors (or comparable bodies) and all members thereof, as well as any of their respective past, present, and future insurers, shareholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives in their personal and representative capacities (collectively, the “Confirming Released Parties”), as well as all employee benefit plans maintained by a Confirming Released Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities, from liability for, and Employee hereby waives, any and all claims, damages, costs, or causes of action of any kind, whether known or unknown, related to Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date Employee signs this Confirming Release (the “Confirming Release Signing Date”), including without limitation, (i) any alleged violation of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the Occupational Safety and Health Act, as amended; (E) the Family and Medical Leave Act of 1993; (F) the Workers Adjustment and Retraining Notification Act, as amended; (G) the Sarbanes-Oxley Act of 2002; (H) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (I) the Fair Labor Standards Act and any other federal, state, or local wage law; (J) the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (K) any other local, state or federal anti-discrimination or anti-retaliation law; (L) any other local, state or federal law, regulation or ordinance; (ii) claims arising out of or for any alleged violation of any public policy, contract, tort, or common law claim, or claim for defamation, emotional distress, negligence, fraud or misrepresentation of any kind, estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; (iv) any and all claims Employee may have under any employment agreement or any other contract with any Company Party; and (v) any claim for compensation or benefits of any kind (collectively, the “Confirming Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

b. Notwithstanding any other provision of this Agreement, in no event shall the Confirming Released Claims include (i) any claim based on facts occurring after the Confirming Release Signing Date; (ii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that ERISA prevents from being released pursuant to a release agreement; or (iii) any claim that cannot be released as a matter of law. Nothing herein will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.

EXHIBIT A TO EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS

c. Further, notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with any Governmental Agency or participating in or cooperating with any investigation or proceeding conducted by any Governmental Agency or communicating with any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Confirming Released Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity). Nothing herein shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding truthfully to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; (iv) disclosing an act of sexual abuse (as defined in Tex. Civ. Prac. & Rem. Code § 129C.001) or facts related to an act of sexual abuse to any other person; or (v) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this Section 1(c) or to notify any Confirming Released Party that Employee engaged in any such conduct.

2. Satisfaction of Obligations; Receipt of Leaves, Bonuses, and Other Compensation. Employee acknowledges and agrees that Employee has been paid in full all bonuses, been provided all benefits, been afforded all rights and otherwise received all wages, compensation, and other sums that Employee has been owed or ever could be owed by each Confirming Released Party (with the exception of, if still unpaid on the Confirming Release Signing Date, Employee’s Base Salary for the pay period in which the Separation Date occurred and the Annual Incentive Plan payment as described in Section 3 of the Transition Agreement). Employee further acknowledges and agrees that Employee has received all leaves (paid and unpaid) that Employee has been entitled to receive from each Confirming Released Party.

3. Employee’s Acknowledgments; Advice to Consult with Attorney. This is an important legal document, and the Company hereby advises Employee to consult with an attorney prior to signing this Confirming Release. In executing and delivering this Confirming Release, Employee expressly acknowledges that: (a) Employee has carefully read this Confirming Release and has had sufficient time (and at least twenty-one (21) days) to consider this Confirming Release before its execution and delivery to the Company; (b) Employee is receiving, pursuant to the Transition Agreement and Employee’s execution of this Confirming Release, consideration in addition to anything of value to which Employee is already entitled; (c) Employee has been advised in writing to discuss this Confirming Release with an attorney of Employee’s choice before signing this Confirming Release, and Employee has had an adequate opportunity to do so prior to executing this Confirming Release; (d) Employee fully understands the final and binding effect of this Confirming Release; the only promises made to Employee to sign this Confirming Release are those contained herein and in the Transition Agreement, Employee is relying upon Employee’s own judgment in entering into this Confirming Release and, in entering this Agreement, Employee has not relied on any representation or statement, written or oral, of any Confirming Released Party or any Confirming Released Party’s agent that is not set forth in the Transition Agreement (including this Confirming Release); (e) Employee is signing this Confirming Release knowingly, voluntarily and of Employee’s own free will, and Employee understands and agrees to each of the terms of this Confirming Release; and (f) the only matters relied upon by Employee and causing Employee to sign this Confirming Release are the provisions set forth in writing within this Confirming Release and the Transition Agreement.

4. Revocation Right. Employee may revoke the delivery (and therefore the effectiveness) of this Confirming Release within the seven-day period beginning on the date Employee executes this Confirming Release (such seven day period being referred to herein as the “Confirming Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be received by the Company, care of William Maxwell, General Counsel at [email protected] so that it is received by Mr. Maxwell no later than 11:59 p.m. central standard time on the last day of

EXHIBIT A TO EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS

the Confirming Release Revocation Period. In the event Employee exercises Employee’s revocation right as set forth herein, this Confirming Release will be of no force or effect and Employee will not be entitled to receive the consideration set forth in the Transition Agreement. Provided that Employee does not revoke this Confirming Release within the Confirming Release Revocation Period, it shall become effective and enforceable on the eighth (8th) day after the Confirming Release Signing Date.

5. Return of Property. Employee represents and warrants that Employee has returned to the Company all property belonging to the Company or any other Confirming Released Party, including the originals and all copies of any records, documents, electronically stored information, computer files or drives, or other materials which contain information about the Company’s or any other Confirming Released Party’s business or were provided to Employee by the Company or any other Confirming Released Party in the course of Employee’s employment or engagement.

EMPLOYEE HAS CAREFULLY READ THIS CONFIRMING RELEASE, FULLY UNDERSTANDS SUCH CONFIRMING RELEASE, AND SIGNS IT AS EMPLOYEE’S OWN FREE ACT.






			Cindy B. Taylor



			Date:

EXHIBIT A TO EMPLOYMENT TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS

EXHIBIT 10.5

EXECUTIVE AGREEMENT

This Executive Agreement (“Agreement”) between Oil States International, Inc., a Delaware corporation (the “Company”), and Matthew E. Autenrieth (the “Executive”) is made and entered into effective as of the 1st day of May, 2026 (the “Effective Date”).

WHEREAS, Executive is a key executive of the Company or a subsidiary; and

WHEREAS, the Company believes it to be in the best interests of its stockholders to attract, retain and motivate key executives and ensure continuity of management; and

WHEREAS, it is in the best interest of the Company and its stockholders if the key executives can approach material business development decisions objectively and without concern for their personal situation; and

WHEREAS, the Company recognizes that the possibility of a Change of Control (as defined below) of the Company may result in the departure of key executives to the detriment of the Company and its stockholders; and

WHEREAS, the Board of Directors of the Company has authorized this Agreement and certain similar agreements in order to retain and motivate key management and to ensure continuity of key management;

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1. Term of Agreement

A. This Agreement shall commence on the Effective Date and, subject to the provisions for earlier termination in this Agreement, shall continue in effect through the third anniversary of the Effective Date; provided, however, commencing on the Effective Date and on each day thereafter, the term of this Agreement shall automatically be extended for one additional day unless the Board of Directors of the Company shall give written notice to Executive that the term shall cease to be so extended in which event the Agreement shall terminate on the third anniversary of the date such notice is given.

B. Notwithstanding anything in this Agreement to the contrary, this Agreement, if in effect on the date of a Change of Control, shall automatically be extended for the 24-month period following the Change of Control.

C. Termination of this Agreement shall not alter or impair any rights of Executive arising hereunder on or before such termination.

2. Certain Definitions

A. “Cause” shall mean:

(i) Executive’s conviction of (or plea of nolo contendere to) a felony, dishonesty or a breach of trust as regards the Company or any subsidiary;

(ii) Executive’s commission of any act of theft, fraud, embezzlement or misappropriation against the Company or any subsidiary that is materially injurious to the Company or such subsidiary regardless of whether a criminal conviction is obtained;

(iii) Executive’s willful and continued failure to devote substantially all of his business time to the Company’s business affairs (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) which failure is not remedied within a reasonable time after written demand is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Executive has failed to devote substantially all of his business time to the Company’s business affairs; or

(iv) Executive’s unauthorized disclosure of confidential information of the Company or any subsidiary that is materially injurious to the Company or such subsidiary.

For purposes of this definition, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.

B. “Change of Control” shall have the same meaning as ascribed to such term within the Company’s current long-term incentive plan.

C. “Date of Termination” shall mean the date the Notice of Termination is given unless such Notice of Termination is by Executive in which event the Date of Termination shall not be less than 30 days following the date the Notice of Termination is given. Further, a Notice of Termination given by Executive due to a Good Reason event that is corrected by the Company before the Date of Termination shall be void.

D. “Good Reason” shall mean:

(i) a material reduction in Executive’s authority, duties or responsibilities from those in effect immediately prior to the Change of Control or the assignment to Executive duties or responsibilities inconsistent in any material respect from those of Executive in effect immediately prior to the Change of Control;

(ii) a material reduction of Executive’s compensation and benefits, including, without limitation, annual base salary, annual bonus, and equity incentive opportunities, from those in effect immediately prior to the Change of Control;

(iii) the Company fails to obtain a written agreement from any successor or assigns of the Company to assume and perform this Agreement as provided in Section 9 hereof; or

(iv) the Company requires Executive, without Executive’s consent, to be based at any office located more than 50 miles from the Company’s offices to which Executive was based immediately prior to the Change of Control, except for travel reasonably required in the performance of Executive’s duties.

Notwithstanding the above however, Good Reason shall not exist with respect to a matter unless Executive gives the Company written notice of such matter within 30 days of the date Executive knows or should reasonably have known of its occurrence. If Executive fails to give such notice timely, Executive shall be deemed to have waived all rights Executive may have under this Agreement with respect to such matter. Following receipt of Executive’s written notice, the Company will have a 30 day period in which to correct the event in question, if applicable, and in no event shall Executive’s termination of employment due to a Good Reason event occur later than six months following the initial existence of the event giving rise to Executive’s Good Reason claim.

For purposes of this Agreement, “Good Reason” shall be construed to refer to Executive’s positions, duties, and responsibilities in the position or positions in which Executive serves immediately before the Change of Control, but shall not include titles or positions with subsidiaries and affiliates of the Company that are held primarily for administrative convenience.

E. “Notice of Termination” shall mean a written notice delivered to the other party indicating the specific termination provision in this Agreement relied upon for termination of Executive’s employment and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For the purpose, termination of Executive’s employment shall be interpreted consistent with the meaning of the term “Separation from Service” in Section 409A (a) (2) (A) (i) of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulation authority.

F. “Protected Period” shall mean the 24-month period beginning on the effective date of a Change of Control.

G. “Target AICP” shall mean the targeted value of Executive’s annual incentive compensation plan bonus for the year in which the Date of Termination occurs or the fiscal year immediately preceding the Change of Control, whichever is a greater amount.

H. “Termination Base Salary” shall mean Executive’s base salary at the rate in effect at the time the Notice of Termination is given or, if a greater amount, Executive’s base salary at the rate in effect immediately prior to the Change of Control.

3. No Employment Agreement.

This Agreement shall be considered solely as a “severance agreement” obligating the Company to pay Executive certain amounts of compensation and to provide certain benefits in the event and only in the event of Executive’s termination of employment for the specified reasons and at the times specified herein. The parties agree that this Agreement shall not be considered an employment agreement and that Executive is an “at will” employee of the Company.

4. Regular Severance Benefits.

Subject to Section 13, if the Company terminates Executive’s employment (i) other than for Cause and (ii) not during the Protected Period, Executive shall receive the following compensation and benefits from the Company:

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

B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the lapse of such sixty-day period, and the Company shall promptly deliver such shares to Executive. With respect to any such award that was subject to performance-based vesting conditions, such performance will be deemed to be met in accordance with the terms set forth in the applicable award agreement.

C. Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to Executive’s release requirements set forth in this Agreement, the Company shall provide Executive and Executive’s eligible dependents with continued medical and dental health coverage under the Company’s group health plans for which Executive was eligible

immediately prior to the termination of Executive’s employment. During the period commencing on the date of Executive’s termination of employment and ending on the earliest to occur of (i) the date that is 24 months following such termination date, (ii) the date Executive becomes eligible for coverage under a group health plan of a subsequent employer, or (iii) the date Executive ceases to be eligible for COBRA continuation coverage (the “Continuation Period”), the Company shall: (a) for so long as COBRA continuation coverage is available, pay or reimburse Executive for the portion of the COBRA premiums for such coverage that exceeds the amount Executive would have been required to pay for comparable coverage as an active employee immediately prior to termination; and (b) following the expiration of COBRA continuation coverage, if the Continuation Period has not yet ended, provide Executive with a taxable cash payment, paid in accordance with the Company’s normal payroll practices, in an amount equal to the employer portion of the cost of comparable medical and dental coverage that the Company provided to Executive immediately prior to termination, less the amount Executive would have been required to contribute as an active employee. The Company’s obligations under this Section 4(C) shall terminate immediately upon Executive’s eligibility for coverage under the health plan of a subsequent employer, and Executive shall promptly notify the Company upon becoming eligible for such coverage. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company.

5. Change of Control Severance Benefits.

Subject to Section 13, if either (a) Executive terminates his employment during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s employment during the Protected Period other than for Cause, Executive shall receive the following compensation and benefits from the Company:

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

B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, (i) all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the lapse of such sixty-day period, and the Company shall promptly deliver such shares to Executive and (ii) each then outstanding stock option of Executive shall become 100% exercisable and, excluding any incentive stock option granted prior to the Effective Date, shall remain exercisable for the remainder of such option’s term. With respect to any such award that was subject to performance-based vesting conditions, such performance will be deemed to be met in accordance with the terms set forth in the applicable award agreement.

C. Executive shall be fully vested in Executive’s accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive’s benefit as of the lapse of such sixty-day period except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which event the Company shall pay Executive a lump sum amount, in cash, within 15 days of the lapse of such sixty-day period, equal to the present value of such unvested accrued benefits that cannot become vested under the plan for the reasons provided above.

D. Subject to Executive’s timely election of continuation coverage under COBRA, and subject to Executive’s release requirements set forth in this Agreement, the Company shall provide Executive and Executive’s eligible

dependents with continued medical and dental health coverage under the Company’s group health plans for which Executive was eligible immediately prior to the termination of Executive’s employment. During the period commencing on the date of Executive’s termination of employment and ending on the earliest to occur of (i) the date that is 36 months following such termination date, (ii) the date Executive becomes eligible for coverage under a group health plan of a subsequent employer, or (iii) the Executive’s Continuation Period, the Company shall: (a) for so long as COBRA continuation coverage is available, pay or reimburse Executive for the portion of the COBRA premiums for such coverage that exceeds the amount Executive would have been required to pay for comparable coverage as an active employee immediately prior to termination; and (b) following the expiration of COBRA continuation coverage, if the Continuation Period has not yet ended, provide Executive with a taxable cash payment, paid in accordance with the Company’s normal payroll practices, in an amount equal to the employer portion of the cost of comparable medical and dental coverage that the Company provided to Executive immediately prior to termination, less the amount Executive would have been required to contribute as an active employee. The Company’s obligations under this Section 5(C) shall terminate immediately upon Executive’s eligibility for coverage under the health plan of a subsequent employer, and Executive shall promptly notify the Company upon becoming eligible for such coverage. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company.

E. For the period beginning on the date of termination of Executive’s employment with the Company and ending on December 31 of the second calendar year following the calendar year which includes the date of termination, or until Executive accepts other employment, including as an independent contractor, with a new employer, Executive shall be entitled to receive outplacement services, payable by the Company, with an aggregate cost not to exceed 15% of Executive’s Termination Base Salary, with an executive outplacement service firm reasonably acceptable to the Company and Executive.

6. Accelerated Vesting of Awards Upon a Change of Control.

Notwithstanding any provisions of any Company long-term incentive plan or award agreement to the contrary, upon a Change of Control all outstanding unvested awards, if any, granted to Executive under any Company long-term incentive plan shall be fully vested effective as of the date of the Change of Control. With respect to any such award that was subject to performance-based vesting conditions, such performance will be deemed to be met in accordance with the terms set forth in the applicable award agreement.

7. Mitigation.

Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor, (except as provided in Section 4C and Section 5D) shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned or benefit received by Executive as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company or otherwise (except that any severance payments or benefits that Executive is entitled to receive pursuant to a Company severance plan or program for employees in general shall reduce the amount of payments and benefits otherwise payable or to be provided under this Agreement).

8. Successor Agreement.

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. Failure of the successor to so assume shall constitute a breach of this Agreement and entitle Executive to the benefits hereunder as if triggered by a termination by the Company other than for Cause.

9. Indemnity.

In any situation where under applicable law the Company has the power to indemnify, advance expenses to and defend Executive in respect of any judgements, fines, settlements, loss, cost or expense (including attorneys fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or in any other capacity on behalf of or at the request of the Company, then the Company shall promptly on written request, indemnify Executive, advance expenses (including attorney’s fees) to Executive and defend Executive to the fullest extent permitted by applicable law, including but not limited to making such findings and determinations and taking any and all such actions as the Company may, under applicable law, be permitted to have the discretion to take so as to effectuate such indemnification, advancement or defense. Such agreement by the Company shall not be deemed to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise of the Company under any statute.

10. Code Section 409A Restrictions.

A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments provided hereunder may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A of the Code.

B. Notwithstanding anything in this Agreement to the contrary, if payment of any amounts or benefits under this Agreement would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payments is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payments that Executive would otherwise be entitled to during the first six months following the date of the Executive’s termination of employment with the Company shall be accumulated and paid on the first business day that is six months after the date of the Executive’s termination of employment with the Company, or such earlier date upon which such payments can be paid under Section 409A of the Code without being subject to such additional taxes and interest. If this Section becomes applicable such that any payments are delayed, any payments that are so delayed shall accrue interest on a non-compounded basis, from the date they would otherwise have been made absent such delay to the actual date of payment, at the prime or base rate of interest announced by Wells Fargo Bank (or any successor thereto) at its principal office in

Houston, Texas on the date of such termination, which shall be paid in a lump sum on the actual date of payment of the delayed payments.

C. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code.

D. To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

11. Notice.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and delivered by United States certified or registered mail (return receipt requested, postage prepaid) or by courier guaranteeing overnight delivery or by hand delivery (with signed receipt required), addressed to the respective addresses set forth below, and such notice or communication shall be deemed to have been duly given two days after deposit in the mail, one day after deposit with such overnight carrier or upon delivery with hand delivery. The addresses set forth below may be changed by a writing in accordance herewith.

Company: Executive:

Oil States International, Inc

333 Clay Street, Suite 4620

Houston, TX 77002

Attn: Chair of the Board

12. Arbitration.

The parties agree to resolve any claim or controversy arising out of or relating to this Agreement, including but not limited to the termination of employment of Executive, by binding arbitration under the Federal Arbitration Act before one arbitrator in Houston, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The fees and expenses of the arbitrator shall be borne solely by the non-prevailing party or, in the event there is no clear prevailing party, as the arbitrator deems appropriate. Except as provided above, each party shall pay its own costs and expenses (including, without limitation, attorneys’ fees) relating to any mediation/arbitration proceeding conducted under this Section 12.

13. Waiver and Release.

As a condition to the receipt of any payment or benefit under this Agreement, Executive must first execute and deliver to the Company a binding general release, as prepared by the Company, that releases the Company, its officers, directors, employees, agents, subsidiaries and affiliates from any and all claims and from any and all causes of action of any kind or character that Executive may have arising out of Executive’s employment with the Company or the termination of such employment, but excluding (i) any claims and causes of action that Executive may have arising under or based upon this Agreement, and (ii) any vested rights Executive may have under any employee benefit plan or deferred

compensation plan or program of the Company. The general release described above must be effective and irrevocable within 55 days after the date of Executive’s termination of employment with the Company.

14. Employment with Affiliates.

Employment with the Company for purposes of this Agreement includes employment with any entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of all outstanding equity interests, and employment with any entity which has a direct or indirect interest of 50% or more of the total combined voting power of all outstanding equity interests of the Company.

15. Governing Law.

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN HARRIS COUNTY, TEXAS, FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

16. Entire Agreement.

This Agreement is an integration of the parties’ agreement and no agreement or representatives, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement hereby expressly terminates, rescinds and replaces in full any prior agreement (written or oral) between the parties relating to the subject matter hereof.

17. Withholding of Taxes.

The Company shall withhold from all payments and benefits provided under this Agreement all taxes required to be withheld by applicable law.

18. Beneficiary.

In the event Executive dies before receiving the lump sum severance payment to which Executive was entitled hereunder, Executive’s spouse or, if there is no spouse, the beneficiary designated by Executive under the Company-sponsored group term life insurance plan, shall receive such payment.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective for all purposes as of the Effective Date.


			OIL STATES INTERNATIONAL, INC.

			By:

			Name:

			Title:


			EXECUTIVE


			Matthew E. Autenrieth


						OIL STATES INTERNATIONAL, INC.


						Cindy B. Taylor
						President and Chief Executive Officer

						EMPLOYEE


			/s/ Lloyd A. Hajdik
			Name:			Lloyd A. Hajdik
						President and Chief Executive Officer
			Date:			May 5, 2026