8-K
OIL STATES INTERNATIONAL, INC (OIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2026
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16337 | 76-0476605 |
|---|---|---|
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002
Registrant’s telephone number, including area code: (713) 652-0582
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | OIS | New York Stock Exchange |
| NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 20, 2026, Oil States International, Inc. (the “Company”) published a press release providing information regarding its results of operation and financial condition for the quarter ended December 31, 2025. The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release dated February 20, 2026 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OIL STATES INTERNATIONAL, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | February 20, 2026 | By: | /s/ LLOYD A. HAJDIK |
| Lloyd A. Hajdik | |||
| Executive Vice President, Chief Financial Officer & Treasurer |
Document
EXHIBIT 99.1
Oil States Announces Fourth Quarter 2025 Results
•Consolidated revenues of $178 million increased 8% sequentially
•Adjusted EBITDA (a non-GAAP measure(1)) of $23 million improved 9% from the prior quarter
•Adjusted net income totaled $8 million, or $0.13 per share, excluding asset impairments, restructuring charges and valuation allowances established on U.S. deferred tax assets (a non-GAAP measure(1))
•Offshore Manufactured Products segment's backlog increased 9% sequentially, with quarterly bookings totaling $160 million, yielding a book-to-bill ratio of 1.3x
•Generated cash flows from operations of $50 million
•Purchased $50 million principal amount of convertible senior notes
•Cash on-hand exceeded outstanding debt by $15 million at year-end
•Entered into an amended and restated cash-flow based credit agreement in January 2026 providing for borrowings of up to: $75 million under a revolving credit facility and $50 million under a multi-draw term loan facility, replacing the existing asset-based revolving credit agreement
HOUSTON, February 20, 2026 – Oil States International, Inc. (NYSE: OIS):
| Three Months Ended | % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, In Thousands, Except Per Share Amounts) | December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | Sequential | Year-over-Year | |||||
| Consolidated results: | ||||||||||
| Revenues | $ | 178,464 | $ | 165,180 | $ | 164,595 | 8 | % | 8 | % |
| Operating income (loss)(2) | (113,635) | 4,748 | 18,484 | n.m. | n.m. | |||||
| Adjusted operating income, excluding charges and credits(1) | 10,973 | 8,308 | 6,297 | 32 | % | 74 | % | |||
| Net income (loss) | (117,246) | 1,900 | 15,164 | n.m. | n.m. | |||||
| Adjusted net income, excluding charges and credits(1) | 7,549 | 4,717 | 5,537 | 60 | % | 36 | % | |||
| Adjusted EBITDA(1) | 22,771 | 20,804 | 18,734 | 9 | % | 22 | % | |||
| Revenues by segment: | ||||||||||
| Offshore Manufactured Products | $ | 123,284 | $ | 108,627 | $ | 107,253 | 13 | % | 15 | % |
| Completion and Production Services | 23,080 | 27,525 | 30,090 | (16) | % | (23) | % | |||
| Downhole Technologies | 32,100 | 29,028 | 27,252 | 11 | % | 18 | % | |||
| Revenues by destination: | ||||||||||
| Offshore and international | $ | 136,526 | $ | 123,356 | $ | 118,187 | 11 | % | 16 | % |
| U.S. land | 41,938 | 41,824 | 46,408 | — | % | (10) | % | |||
| Operating income (loss) by segment(2): | ||||||||||
| Offshore Manufactured Products | $ | 20,296 | $ | 17,603 | $ | 21,009 | 15 | % | (3) | % |
| Completion and Production Services | (2,313) | 948 | (4,004) | n.m. | 42 | % | ||||
| Downhole Technologies | (113,544) | (4,667) | (4,031) | n.m. | n.m. | |||||
| Corporate | (18,074) | (9,136) | 5,510 | (98) | % | n.m. | ||||
| Adjusted Segment EBITDA(1): | ||||||||||
| Offshore Manufactured Products | $ | 25,043 | $ | 22,275 | $ | 24,748 | 12 | % | 1 | % |
| Completion and Production Services | 7,354 | 7,953 | 3,545 | (8) | % | 107 | % | |||
| Downhole Technologies | 1,273 | (689) | 131 | n.m. | n.m. | |||||
| Corporate | (10,899) | (8,735) | (9,690) | (25) | % | (12) | % |
___________________
(1)These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as further clarification and explanation.
(2)Operating income (loss) for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024 included asset impairment and restructuring charges totaling $124.6 million, $3.6 million and $3.1 million, respectively. Fourth quarter 2024 results also included a gain of $15.3 million associated with the sale of an idle facility. See “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information.
Oil States International, Inc. reported net loss of $117.2 million, or $2.04 per share, and Adjusted EBITDA of $22.8 million for the fourth quarter of 2025 on revenues of $178.5 million. Fourth quarter 2025 net loss included charges of $124.9 million ($124.8 million after-tax or $2.17 per share) primarily associated with asset impairments and the continued restructuring of certain U.S. land-based operations and facilities. These results compare to revenues of $165.2 million, net income of $1.9 million, or $0.03 per share, and Adjusted EBITDA of $20.8 million reported in the third quarter of 2025, which included charges of $3.6 million ($2.8 million after-tax or $0.05 per share) associated primarily with U.S. land-based restructurings.
Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:
“Our team achieved another strong quarter, reporting Adjusted EBITDA that exceeded our guidance and quarterly cash flows from operations at historically high levels. During the quarter, we used our strong cash position to retire $50 million of our convertible notes outstanding. We also secured strong bookings in the quarter driving meaningful backlog growth. We are essentially complete with our U.S. land restructuring initiatives and are poised for long-term growth, technology differentiation and meaningful stockholder returns.”
Business Segment Results
(See Segment Data and Adjusted Segment EBITDA tables below)
Offshore Manufactured Products
Offshore Manufactured Products reported revenues of $123.3 million, operating income of $20.3 million and Adjusted Segment EBITDA of $25.0 million in the fourth quarter of 2025, compared to revenues of $108.6 million, operating income of $17.6 million and Adjusted Segment EBITDA of $22.3 million reported in the third quarter of 2025. Adjusted Segment EBITDA margin was 20% in the fourth quarter of 2025, compared to 21% in the third quarter of 2025.
Backlog totaled $435 million as of December 31, 2025, its highest level since March 2015. Fourth quarter bookings totaled $160 million, yielding a quarterly and full-year book-to-bill ratio of 1.3x. Fourth quarter segment bookings were augmented by additional long-term, military product contract awards.
Completion and Production Services
Our Completion and Production Services segment reported revenues of $23.1 million, operating loss of $2.3 million and Adjusted Segment EBITDA of $7.4 million in the fourth quarter of 2025, compared to revenues of $27.5 million, operating income of $0.9 million and Adjusted Segment EBITDA of $8.0 million reported in the third quarter of 2025. Adjusted Segment EBITDA margin was 32% in the fourth quarter of 2025, compared to 29% in the third quarter of 2025.
In 2024, the segment began implementing actions in its U.S. land-based businesses to exit certain commoditized offerings and reduce future costs, which continued through 2025. These management actions included: the exit of certain U.S. land-driven service and support locations; the exit of certain service offerings; and reductions in the segment’s workforce. During the fourth and third quarters of 2025, the segment recorded U.S. facility exit, severance and other charges totaling $5.0 million and $2.7 million, respectively. As a result of these restructuring actions implemented in 2025, the segment’s Adjusted EBITDA margin expanded from 12% in the fourth quarter of 2024 to 32% in the fourth quarter of 2025.
Downhole Technologies
Downhole Technologies reported revenues of $32.1 million, an operating loss of $113.5 million and Adjusted Segment EBITDA of $1.3 million in the fourth quarter of 2025, compared to revenues of $29.0 million, an operating loss of $4.7 million and Adjusted Segment EBITDA loss of $0.7 million in the third quarter of 2025.
During the fourth quarter of 2025, the Downhole Technologies segment recorded non-cash long-lived asset and inventory impairment charges totaling $111.8 million.
Corporate
Corporate operating expenses in the fourth quarter of 2025 totaled $18.1 million.
In the fourth quarter of 2025, impairment charges of $7.1 million were recognized related to assets held for sale.
Interest Expense, Net
Net interest expense totaled $0.8 million in the fourth quarter of 2025, which included $0.3 million of non-cash amortization of deferred debt issuance costs.
Income Taxes
During the fourth quarter of 2025, the Company recognized income tax expense of $3.0 million on a pre-tax loss of $114.3 million. The income tax benefit of approximately $26 million associated with the $124.9 million of asset impairment, restructuring and other charges recognized in the quarter was substantially offset by the impact of valuation allowances recorded on the deferred tax assets generated by these expenses.
Cash Flows
During the fourth quarter of 2025, the Company generated $50.1 million of cash flows from operations and $53.6 million of free cash flows (a non-GAAP measure – see Note (E)), which was used to retire $50.0 million principal amount of its 4.75% convertible senior notes (the “Convertible Notes”). Fiscal 2025 stock repurchases totaled $16.6 million, or 5% of shares outstanding as of December 31, 2024.
Financial Condition
Cash on-hand totaled $69.9 million at December 31, 2025, exceeding outstanding debt by $14.9 million. No borrowings were outstanding under the Company’s asset-based revolving credit agreement (the “ABL Agreement”) at December 31, 2025.
On January 28, 2026, the Company 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 revolving credit facility and $50.0 million under a multi-draw term loan facility, which is available through July 28, 2026. The Cash Flow Credit Agreement replaced the ABL Agreement and matures in January 2030.
As of February 19, 2026, the Company had no borrowings outstanding under the Cash Flow Credit Agreement and $12.1 million of outstanding letters of credit, leaving $112.9 million available to be drawn.
2025 Technology Highlights
Managed Pressure Drilling and Riser Gas Handling System
During 2025, the Company was awarded multiple new contracts for deepwater Managed Pressure Drilling and Riser Gas Handling (“MPD” and “RGH”) Systems, which integrates managed pressure drilling and riser gas handling into a deepwater drilling riser. The equipment is designed to reduce non-productive time, promote faster connections and lower the total cost of ownership. The MPD and RGH System's innovative design features retrievable annular packers to reduce maintenance and non-productive time while its smaller size can reduce the rig footprint by up to 40 percent.
Low Impact Workover Package
Oil States successfully deployed its first Low Impact Workover Package™ (“LIWP”) in 2025. The LIWP is engineered and manufactured to safely and efficiently plug and abandon subsea wells while minimizing wellhead loads. The tether-free, lightweight system features a uniquely positioned Oil States’ FlexJoint™ connector within the lower riser package, providing a 30% to 40% reduction in wellhead loading compared to conventional, tethered intervention systems. The LIWP’s innovative design also allows for a 15-degree arc angle emergency disconnect – enabling direct pull and separation of the emergency disconnect package during vessel drift-off scenarios.
With a diameter of less than 50 inches, the LIWP deploys through the rotary table and incorporates an interchangeable interface that fits most horizontal and vertical subsea christmas trees. The engineered system is delivered pre-assembled and tested as a single unit, reducing the need for time- and cost-intensive moonpool assembly or subsea tethering operations.
Merlin™ Deepsea Mineral Riser System
Oil States is uniquely positioned to support the cultivation of a stable supply of rare earth minerals that are required to diversify and expand the world’s energy sources. For example, a Merlin Deepsea Mineral Riser System was recently deployed to a record water depth of 5,600 meters (approximately 3.5 miles) to harvest critical seabed minerals such as cobalt, manganese, nickel and other rare earth elements which are key components in the manufacture of batteries used in electric vehicles, solar cells, wind turbines, computers and smartphones. This proprietary mineral riser system leverages Oil States’ more than 40 years of experience as a leader in the design and manufacture of advanced connection systems for deepwater offshore applications to meet the new demands of deepsea mineral harvesting at water depths up to 6,000 meters.
Conference Call Information
The call is scheduled for February 20, 2026 at 9:00 a.m. Central Standard Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (800) 715-9871 in the United States or by dialing +1 (646) 307-1963 internationally and using the passcode 6921148. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.
About Oil States
Oil States International, Inc. is a global provider of manufactured products and services to customers in the energy, military and industrial sectors. The Company’s manufactured products include highly engineered capital equipment and consumable products. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange and NYSE Texas under the symbol “OIS”.
For more information on the Company, please visit Oil States International’s website at www.oilstatesintl.com.
Cautionary Language Concerning Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the impact of changes in tariffs and duties on imported materials and exported finished goods, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations (together with OPEC, “OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the subsequently filed Quarterly Reports on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| Revenues: | ||||||||||
| Products | $ | 122,012 | $ | 106,492 | $ | 98,859 | $ | 436,397 | $ | 402,565 |
| Services | 56,452 | 58,688 | 65,736 | 232,591 | 290,023 | |||||
| 178,464 | 165,180 | 164,595 | 668,988 | 692,588 | ||||||
| Costs and expenses: | ||||||||||
| Product costs(1) | 117,571 | 85,561 | 77,821 | 367,397 | 314,628 | |||||
| Service costs | 41,500 | 43,085 | 47,807 | 168,337 | 221,573 | |||||
| Cost of revenues (exclusive of depreciation and amortization expense presented below)(1) | 159,071 | 128,646 | 125,628 | 535,734 | 536,201 | |||||
| Selling, general and administrative expense | 24,158 | 20,756 | 23,386 | 90,425 | 95,009 | |||||
| Depreciation and amortization expense | 11,388 | 12,128 | 12,180 | 47,439 | 54,708 | |||||
| Long-lived and other asset impairments | 98,963 | — | 1,188 | 100,321 | 24,554 | |||||
| Other operating income, net | (1,481) | (1,098) | (16,271) | (6,960) | (16,195) | |||||
| 292,099 | 160,432 | 146,111 | 766,959 | 694,277 | ||||||
| Operating income (loss) | (113,635) | 4,748 | 18,484 | (97,971) | (1,689) | |||||
| Interest expense, net | (809) | (1,773) | (1,745) | (5,852) | (7,731) | |||||
| Other income, net | 155 | 362 | 257 | 1,291 | 1,568 | |||||
| Income (loss) before income taxes | (114,289) | 3,337 | 16,996 | (102,532) | (7,852) | |||||
| Income tax provision(2) | (2,957) | (1,437) | (1,832) | (6,845) | (3,406) | |||||
| Net income (loss) | $ | (117,246) | $ | 1,900 | $ | 15,164 | $ | (109,377) | $ | (11,258) |
| Net income (loss) per share: | ||||||||||
| Basic | $ | (2.04) | $ | 0.03 | $ | 0.24 | $ | (1.86) | $ | (0.18) |
| Diluted | (2.04) | 0.03 | 0.24 | (1.86) | (0.18) | |||||
| Weighted average number of common shares outstanding: | ||||||||||
| Basic | 57,520 | 57,946 | 60,947 | 58,697 | 62,004 | |||||
| Diluted | 57,520 | 58,016 | 61,392 | 58,697 | 62,004 |
________________
(1)Cost of revenues (exclusive of depreciation and amortization expense) for the three months and year ended December 31, 2025 included a non-cash inventory impairment charge of $20.8 million (in product costs).
(2)Income tax provision for the three months and year ended December 31, 2025 included a benefit of approximately $26 million associated with the $124.9 million of asset impairment, restructuring and other charges recognized in the fourth quarter of 2025, which was substantially offset by the impact of valuation allowances recorded on the deferred tax assets generated by these expenses.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 69,914 | $ | 65,363 |
| Accounts receivable, net | 202,445 | 194,336 | ||
| Inventories, net | 183,409 | 214,836 | ||
| Assets held for sale | 17,350 | 6,492 | ||
| Prepaid expenses and other current assets | 22,173 | 17,199 | ||
| Total current assets | 495,291 | 498,226 | ||
| Property, plant, and equipment, net | 244,382 | 266,871 | ||
| Operating lease assets, net | 12,731 | 19,537 | ||
| Goodwill, net | 70,524 | 69,709 | ||
| Other intangible assets, net | 31,455 | 125,862 | ||
| Other noncurrent assets | 29,048 | 24,903 | ||
| Total assets | $ | 883,431 | $ | 1,005,108 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 53,370 | $ | 633 |
| Accounts payable | 68,090 | 57,708 | ||
| Accrued liabilities | 38,480 | 36,861 | ||
| Current operating lease liabilities | 7,286 | 7,284 | ||
| Income taxes payable | 1,759 | 2,818 | ||
| Deferred revenue | 97,195 | 52,399 | ||
| Total current liabilities | 266,180 | 157,703 | ||
| Long-term debt | 1,670 | 124,654 | ||
| Long-term operating lease liabilities | 12,654 | 17,989 | ||
| Deferred income taxes | 5,765 | 5,350 | ||
| Other noncurrent liabilities | 23,971 | 18,758 | ||
| Total liabilities | 310,240 | 324,454 | ||
| Stockholders’ equity: | ||||
| Common stock | 805 | 786 | ||
| Additional paid-in capital | 1,145,642 | 1,137,949 | ||
| Retained earnings | 164,283 | 273,660 | ||
| Accumulated other comprehensive loss | (66,264) | (79,532) | ||
| Treasury stock | (671,275) | (652,209) | ||
| Total stockholders’ equity | 573,191 | 680,654 | ||
| Total liabilities and stockholders’ equity | $ | 883,431 | $ | 1,005,108 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (Unaudited) | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (109,377) | $ | (11,258) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation and amortization expense | 47,439 | 54,708 | ||
| Impairments of long-lived assets, goodwill and assets held for sale | 100,321 | 24,554 | ||
| Impairment of inventories | 20,798 | — | ||
| Stock-based compensation expense | 7,712 | 8,723 | ||
| Amortization of deferred financing costs | 1,515 | 1,497 | ||
| Deferred income tax provision (benefit) | 585 | (2,356) | ||
| Gains on disposals of assets | (7,701) | (18,333) | ||
| Net gains on extinguishment of 4.75% convertible senior notes | (120) | (515) | ||
| Other, net | (2,360) | (452) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (4,140) | 5,191 | ||
| Inventories | 3,184 | (14,704) | ||
| Accounts payable and accrued liabilities | 5,877 | (19,382) | ||
| Deferred revenue | 44,796 | 15,642 | ||
| Other operating assets and liabilities, net | (3,406) | 2,579 | ||
| Net cash flows provided by operating activities | 105,123 | 45,894 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (31,191) | (37,508) | ||
| Proceeds from disposition of property and equipment | 11,836 | 5,594 | ||
| Proceeds from disposition of assets held for sale | 8,409 | 35,070 | ||
| Other, net | (108) | (454) | ||
| Net cash flows provided by (used in) investing activities | (11,054) | 2,702 | ||
| Cash flows from financing activities: | ||||
| Revolving credit facility borrowings | 564 | 22,739 | ||
| Revolving credit facility repayments | (564) | (22,739) | ||
| Purchases of 4.75% convertible senior notes | (70,440) | (10,846) | ||
| Other debt and finance lease repayments, net | (461) | (652) | ||
| Payment of financing costs | (188) | (1,178) | ||
| Purchases of treasury stock | (16,608) | (14,212) | ||
| Shares added to treasury stock as a result of net share settlements <br>due to vesting of stock awards | (2,458) | (2,596) | ||
| Net cash flows used in financing activities | (90,155) | (29,484) | ||
| Effect of exchange rate changes on cash and cash equivalents | 637 | (860) | ||
| Net change in cash and cash equivalents | 4,551 | 18,252 | ||
| Cash and cash equivalents, beginning of period | 65,363 | 47,111 | ||
| Cash and cash equivalents, end of period | $ | 69,914 | $ | 65,363 |
| Cash paid for: | ||||
| Interest | $ | 7,153 | $ | 7,439 |
| Income taxes, net | 7,087 | 3,847 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
SEGMENT DATA
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Revenues: | ||||||||||
| Offshore Manufactured Products | ||||||||||
| Project-driven: | ||||||||||
| Products | $ | 79,782 | $ | 67,729 | $ | 61,814 | $ | 275,288 | $ | 232,867 |
| Services | 32,848 | 30,172 | 34,895 | 115,351 | 123,906 | |||||
| 112,630 | 97,901 | 96,709 | 390,639 | 356,773 | ||||||
| Military and other products | 10,654 | 10,726 | 10,544 | 40,454 | 41,127 | |||||
| Total Offshore Manufactured Products | 123,284 | 108,627 | 107,253 | 431,093 | 397,900 | |||||
| Completion and Production Services | 23,080 | 27,525 | 30,090 | 114,548 | 163,902 | |||||
| Downhole Technologies | 32,100 | 29,028 | 27,252 | 123,347 | 130,786 | |||||
| Total revenues | $ | 178,464 | $ | 165,180 | $ | 164,595 | $ | 668,988 | $ | 692,588 |
| Operating income (loss): | ||||||||||
| Offshore Manufactured Products | $ | 20,296 | $ | 17,603 | $ | 21,009 | $ | 69,164 | $ | 65,279 |
| Completion and Production Services | (2,313) | 948 | (4,004) | 4,015 | (23,225) | |||||
| Downhole Technologies | (113,544) | (4,667) | (4,031) | (124,327) | (20,904) | |||||
| Corporate | (18,074) | (9,136) | 5,510 | (46,823) | (22,839) | |||||
| Total operating income (loss) | $ | (113,635) | $ | 4,748 | $ | 18,484 | $ | (97,971) | $ | (1,689) |
| Adjusted operating income (loss)(1): | ||||||||||
| Offshore Manufactured Products | $ | 21,056 | $ | 18,178 | $ | 21,009 | $ | 70,772 | $ | 68,643 |
| Completion and Production Services | 2,678 | 3,635 | (875) | 14,802 | 1,037 | |||||
| Downhole Technologies | (1,762) | (4,667) | (4,031) | (11,338) | (10,294) | |||||
| Corporate | (10,999) | (8,838) | (9,806) | (39,450) | (38,121) | |||||
| Total adjusted operating income (loss) | $ | 10,973 | $ | 8,308 | $ | 6,297 | $ | 34,786 | $ | 21,265 |
________________
(1)These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as for further detail of charges and credit excluded from adjusted operating income (loss) in each of the periods presented.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED OPERATING INCOME, EXCLUDING CHARGES AND CREDITS (A)
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Operating (loss) income | $ | (113,635) | $ | 4,748 | $ | 18,484 | $ | (97,971) | $ | (1,689) |
| Impairments of: | ||||||||||
| Goodwill | — | — | — | — | 10,000 | |||||
| Intangible assets | 80,248 | — | — | 80,248 | 10,787 | |||||
| Fixed and lease assets | 11,640 | — | 1,188 | 12,998 | 3,767 | |||||
| Assets held for sale | 7,075 | — | — | 7,075 | — | |||||
| Inventories | 20,798 | — | — | 20,798 | — | |||||
| Facility consolidation/closure and other charges | 4,847 | 3,560 | 1,941 | 11,638 | 13,716 | |||||
| Gain on disposal of property held for sale | — | — | (15,316) | — | (15,316) | |||||
| Adjusted operating income | $ | 10,973 | $ | 8,308 | $ | 6,297 | $ | 34,786 | $ | 21,265 |
________________
(A)Adjusted operating income, excluding charges and credits consists of operating income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property. Adjusted operating income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) as prepared in accordance with GAAP. The Company has included adjusted operating income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted operating income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED SEGMENT OPERATING INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (B)
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Offshore Manufactured Products: | ||||||||||
| Operating income | $ | 20,296 | $ | 17,603 | $ | 21,009 | $ | 69,164 | $ | 65,279 |
| Facility consolidation/closure and other charges | 760 | 575 | — | 1,608 | 3,364 | |||||
| Adjusted segment operating income | $ | 21,056 | $ | 18,178 | $ | 21,009 | $ | 70,772 | $ | 68,643 |
| Completion and Production Services: | ||||||||||
| Operating income (loss) | $ | (2,313) | $ | 948 | $ | (4,004) | $ | 4,015 | $ | (23,225) |
| Impairments of: | ||||||||||
| Intangible assets | — | — | — | — | 10,787 | |||||
| Fixed and lease assets | 904 | — | 1,188 | 1,307 | 3,280 | |||||
| Facility consolidation/closure and other charges | 4,087 | 2,687 | 1,941 | 9,480 | 10,195 | |||||
| Adjusted segment operating income (loss) | $ | 2,678 | $ | 3,635 | $ | (875) | $ | 14,802 | $ | 1,037 |
| Downhole Technologies: | ||||||||||
| Operating loss | $ | (113,544) | $ | (4,667) | $ | (4,031) | $ | (124,327) | $ | (20,904) |
| Impairments of: | ||||||||||
| Goodwill | — | — | — | — | 10,000 | |||||
| Intangible assets | 80,248 | — | — | 80,248 | — | |||||
| Fixed and lease assets | 10,736 | — | — | 11,691 | 487 | |||||
| Inventories | 20,798 | — | — | 20,798 | — | |||||
| Facility consolidation/closure and other charges | — | — | — | 252 | 123 | |||||
| Adjusted segment operating loss | $ | (1,762) | $ | (4,667) | $ | (4,031) | $ | (11,338) | $ | (10,294) |
| Corporate: | ||||||||||
| Operating income (loss) | $ | (18,074) | $ | (9,136) | $ | 5,510 | $ | (46,823) | $ | (22,839) |
| Impairment of assets held for sale | 7,075 | — | — | 7,075 | — | |||||
| Other charges | — | 298 | — | 298 | 34 | |||||
| Gain on disposal of property held for sale | — | — | (15,316) | — | (15,316) | |||||
| Adjusted segment operating loss | $ | (10,999) | $ | (8,838) | $ | (9,806) | $ | (39,450) | $ | (38,121) |
________________
(B)Adjusted segment operating income (loss), excluding charges and credits consists of operating income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property. Adjusted segment operating income (loss), excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for segment operating income (loss) as prepared in accordance with GAAP. The Company has included adjusted segment operating income (loss), excluding charges and credits as a supplemental disclosure because its management believes that adjusted segment operating income (loss), excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA (C)
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Net income (loss) | $ | (117,246) | $ | 1,900 | $ | 15,164 | $ | (109,377) | $ | (11,258) |
| Interest expense, net | 809 | 1,773 | 1,745 | 5,852 | 7,731 | |||||
| Income tax provision | 2,957 | 1,437 | 1,832 | 6,845 | 3,406 | |||||
| Depreciation and amortization expense | 11,388 | 12,128 | 12,180 | 47,439 | 54,708 | |||||
| Impairments of: | ||||||||||
| Goodwill | — | — | — | — | 10,000 | |||||
| Intangible assets | 80,248 | — | — | 80,248 | 10,787 | |||||
| Fixed and lease assets | 11,640 | — | 1,188 | 12,998 | 3,767 | |||||
| Assets held for sale | 7,075 | — | — | 7,075 | — | |||||
| Inventories | 20,798 | — | — | 20,798 | — | |||||
| Facility consolidation/closure and other charges | 4,847 | 3,560 | 1,941 | 11,638 | 13,716 | |||||
| Gain on disposal of property held for sale | — | — | (15,316) | — | (15,316) | |||||
| Losses (gains) on extinguishment of 4.75% convertible senior notes | 255 | 6 | — | (120) | (515) | |||||
| Adjusted EBITDA | $ | 22,771 | $ | 20,804 | $ | 18,734 | $ | 83,396 | $ | 77,026 |
________________
(C)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property and losses (gains) on extinguishment of Convertible Notes. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED SEGMENT EBITDA (D)
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Offshore Manufactured Products: | ||||||||||
| Operating income | $ | 20,296 | $ | 17,603 | $ | 21,009 | $ | 69,164 | $ | 65,279 |
| Other income, net | 46 | 139 | 105 | 367 | 134 | |||||
| Depreciation and amortization expense | 3,941 | 3,958 | 3,634 | 15,210 | 15,205 | |||||
| Facility consolidation/closure and other charges | 760 | 575 | — | 1,608 | 3,364 | |||||
| Adjusted Segment EBITDA | $ | 25,043 | $ | 22,275 | $ | 24,748 | $ | 86,349 | $ | 83,982 |
| Completion and Production Services: | ||||||||||
| Operating income (loss) | $ | (2,313) | $ | 948 | $ | (4,004) | $ | 4,015 | $ | (23,225) |
| Other income, net | 364 | 229 | 152 | 804 | 919 | |||||
| Depreciation and amortization expense | 4,312 | 4,089 | 4,268 | 16,756 | 22,143 | |||||
| Impairments of: | ||||||||||
| Intangible assets | — | — | — | — | 10,787 | |||||
| Fixed and lease assets | 904 | — | 1,188 | 1,307 | 3,280 | |||||
| Facility consolidation/closure and other charges | 4,087 | 2,687 | 1,941 | 9,480 | 10,195 | |||||
| Adjusted Segment EBITDA | $ | 7,354 | $ | 7,953 | $ | 3,545 | $ | 32,362 | $ | 24,099 |
| Downhole Technologies: | ||||||||||
| Operating loss | $ | (113,544) | $ | (4,667) | $ | (4,031) | $ | (124,327) | $ | (20,904) |
| Depreciation and amortization expense | 3,035 | 3,978 | 4,162 | 15,047 | 16,808 | |||||
| Impairments of: | ||||||||||
| Goodwill | — | — | — | — | 10,000 | |||||
| Intangible assets | 80,248 | — | — | 80,248 | — | |||||
| Fixed and lease assets | 10,736 | — | — | 11,691 | 487 | |||||
| Inventories | 20,798 | — | — | 20,798 | — | |||||
| Facility consolidation/closure and other charges | — | — | — | 252 | 123 | |||||
| Adjusted Segment EBITDA | $ | 1,273 | $ | (689) | $ | 131 | $ | 3,709 | $ | 6,514 |
| Corporate: | ||||||||||
| Operating income (loss) | $ | (18,074) | $ | (9,136) | $ | 5,510 | $ | (46,823) | $ | (22,839) |
| Other income (expense), net | (255) | (6) | — | 120 | 515 | |||||
| Depreciation and amortization expense | 100 | 103 | 116 | 426 | 552 | |||||
| Impairment of assets held for sale | 7,075 | — | — | 7,075 | — | |||||
| Other charges | — | 298 | — | 298 | 34 | |||||
| Gain on disposal of property held for sale | — | — | (15,316) | — | (15,316) | |||||
| Losses (gains) on extinguishment of 4.75% convertible senior notes | 255 | 6 | — | (120) | (515) | |||||
| Adjusted Segment EBITDA | $ | (10,899) | $ | (8,735) | $ | (9,690) | $ | (39,024) | $ | (37,569) |
________________
(D)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property and losses (gains) on extinguishment of Convertible Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED NET INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (E) AND
ADJUSTED NET INCOME (LOSS) PER SHARE, EXCLUDING CHARGES AND CREDITS (F)
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Net income (loss) | $ | (117,246) | $ | 1,900 | $ | 15,164 | $ | (109,377) | $ | (11,258) |
| Impairment of: | ||||||||||
| Goodwill | — | — | — | — | 10,000 | |||||
| Intangible assets | 80,248 | — | — | 80,248 | 10,787 | |||||
| Fixed and lease assets | 11,640 | — | 1,188 | 12,998 | 3,767 | |||||
| Assets held for sale | 7,075 | — | — | 7,075 | — | |||||
| Inventories | 20,798 | — | — | 20,798 | — | |||||
| Facility consolidation/closure and other charges | 4,847 | 3,560 | 1,941 | 11,638 | 13,716 | |||||
| Gain on disposal of property held for sale | — | — | (15,316) | — | (15,316) | |||||
| Losses (gains) on extinguishment of 4.75% convertible senior notes | 255 | 6 | — | (120) | (515) | |||||
| Total adjustments, before taxes | 124,863 | 3,566 | (12,187) | 132,637 | 22,439 | |||||
| Income tax provision (benefit) impact of adjustments, net | (68) | (749) | 2,560 | (1,701) | (430) | |||||
| Total adjustments, net of taxes | 124,795 | 2,817 | (9,627) | 130,936 | 22,009 | |||||
| Adjusted net income, excluding charges and credits | $ | 7,549 | $ | 4,717 | $ | 5,537 | $ | 21,559 | $ | 10,751 |
| Weighted average number of diluted common shares outstanding | 57,520 | 58,016 | 61,392 | 58,697 | 62,376 | |||||
| Adjusted diluted net income per share, excluding charges and credits | $ | 0.13 | $ | 0.08 | $ | 0.09 | $ | 0.37 | $ | 0.17 |
________________
(E)Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property, losses (gains) on extinguishment of Convertible Notes and the impact of these adjustments on income tax provision (benefit). Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(F)Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
FREE CASH FLOW (G)
(In Thousands)
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Net cash flows provided by (used in) operating activities | $ | 50,148 | $ | 30,685 | $ | 18,210 | $ | 105,123 | $ | 45,894 |
| Less: Capital expenditures | (3,005) | (8,706) | (14,199) | (31,191) | (37,508) | |||||
| Plus: Proceeds from disposition of property and equipment | 6,420 | 1,199 | 462 | 11,836 | 5,594 | |||||
| Proceeds from disposition of assets held for sale | — | — | 24,791 | 8,409 | 35,070 | |||||
| Free cash flow | $ | 53,563 | $ | 23,178 | $ | 29,264 | $ | 94,177 | $ | 49,050 |
________________
(G)The term free cash flow consists of net cash flows provided by operating activities less capital expenditures plus proceeds from the disposition of property and equipment and assets held for sale. Free cash flow is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with GAAP. The table above sets forth reconciliations of free cash flow to net cash flows provided by operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.
Company Contact:
Lloyd A. Hajdik
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
(713) 652-0582
SOURCE: Oil States International, Inc.