Oil States International reported $1.9 million net income for Q3 2025.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2025

22 unchanged paragraphs

As of July 25, October 24, 2025, the number of shares of common stock outstanding was 60,592,651 59,745,565 .

2 unchanged paragraphs

Financial statements 475 changes

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Products $ 107,342 $ 108,579 $ 207,893 $ 202,908

Services 58,064 77,804 117,451 150,737

Product costs 83,936 82,503 164,265 157,640

Service costs 41,404 59,530 83,752 116,344

Selling, general and administrative expense 22,981 26,373 45,511 48,869

Depreciation and amortization expense 11,898 14,698 23,923 28,893

Three Months Ended September 30, Nine Months Ended September 30,

Products $ 106,492 $ 100,798 $ 314,385 $ 303,706

Services 58,688 73,550 176,139 224,287

Product costs 85,561 79,167 249,826 236,807

Service costs 43,085 57,422 126,837 173,766

Cost of revenues (exclusive of depreciation and amortization expense presented below) 125,340 142,033 248,017 273,984 128,646 136,589 376,663 410,573

Selling, general and administrative expense 20,756 22,754 66,267 71,623

Depreciation and amortization expense 12,128 13,635 36,051 42,528

1 unchanged paragraph

Other operating (income) expense, net ( 1,448 ) 1,234 ( 4,381 ) 1,031

Operating income (loss) 5,277 2,045 10,916 ( 9,132 )

Interest expense, net ( 1,692 ) ( 2,061 ) ( 3,270 ) ( 4,162 )

Other income, net 636 652 774 580

Income (loss) before income taxes 4,221 636 8,420 ( 12,714 )

Income tax benefit (provision) ( 1,410 ) 665 ( 2,451 ) 641

Net income (loss) $ 2,811 $ 1,301 $ 5,969 $ ( 12,073 )

Impairments of intangible assets — 10,787 — 10,787

Impairments of operating lease assets 1,358 — 2,579 1,358 — 2,579

Other operating (income) expense, net ( 1,098 ) ( 955 ) ( 5,479 ) 76

Operating income (loss) 4,748 ( 11,041 ) 15,664 ( 20,173 )

Interest expense, net ( 1,773 ) ( 1,824 ) ( 5,043 ) ( 5,986 )

Other income, net 362 731 1,136 1,311

Income (loss) before income taxes 3,337 ( 12,134 ) 11,757 ( 24,848 )

Income tax provision ( 1,437 ) ( 2,215 ) ( 3,888 ) ( 1,574 )

Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 )

1 unchanged paragraph

Basic $ 0.05 $ 0.02 $ 0.10 $ ( 0.19 )

Diluted 0.05 0.02 0.10 ( 0.19 )

Basic $ 0.03 $ ( 0.23 ) $ 0.13 $ ( 0.42 )

Diluted 0.03 ( 0.23 ) 0.13 ( 0.42 )

1 unchanged paragraph

Basic 59,154 62,483 59,661 62,493

Diluted 59,154 62,704 59,661 62,493

Basic 57,946 62,084 59,089 62,357

Diluted 58,016 62,084 59,144 62,357

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net income (loss) $ 2,811 $ 1,301 $ 5,969 $ ( 12,073 )

Three Months Ended September 30, Nine Months Ended September 30,

Net income (loss) $ 1,900 $ ( 14,349 ) $ 7,869 $ ( 26,422 )

1 unchanged paragraph

Currency translation adjustments 9,092 ( 3,151 ) 14,631 ( 6,178 )

Comprehensive income (loss) $ 11,903 $ ( 1,850 ) $ 20,600 $ ( 18,251 )

Currency translation adjustments ( 1,300 ) 9,567 13,331 3,389

Comprehensive income (loss) $ 600 $ ( 4,782 ) $ 21,200 $ ( 23,033 )

5 unchanged paragraphs

Inventories, net 216,430 214,836

Cash and cash equivalents $ 53,858 67,052 $ 65,363

Accounts receivable, net 196,706 201,617 194,336

Inventories, net 222,869 214,836

Prepaid expenses and other current assets 20,660 19,656 23,691

Total current assets 487,654 511,194 498,226

Property, plant, and equipment, net 273,674 273,253 266,871

Operating lease assets, net 17,799 16,388 19,537

Goodwill, net 70,751 70,490 69,709

Other intangible assets, net 118,714 114,664 125,862

Other noncurrent assets 25,153 26,330 24,903

Total assets $ 993,745 1,012,319 $ 1,005,108

2 unchanged paragraphs

Accounts payable 57,579 57,708

Accrued liabilities 35,351 36,861

Deferred revenue 50,307 52,399

Total liabilities 303,107 324,454

Current portion of long-term debt $ 108,813 103,097 $ 633

Accounts payable 58,600 57,708

Accrued liabilities 37,852 36,861

Current operating lease liabilities 7,689 7,344 7,284

Income taxes payable 712 1,066 2,818

Deferred revenue 73,200 52,399

Total current liabilities 260,451 281,159 157,703

Long-term debt 1,916 1,890 124,654

Long-term operating lease liabilities 15,772 13,888 17,989

Deferred income taxes 6,534 6,835 5,350

Other noncurrent liabilities 18,434 19,581 18,758

Total liabilities 323,353 324,454

1 unchanged paragraph

Retained earnings 279,629 273,660

Common stock, $ .01 par value, 200,000,000 shares authorized, 80,623,166 80,569,340 shares and 78,605,848 shares issued, respectively

Additional paid-in capital 1,141,788 1,143,685 1,137,949

Retained earnings 281,529 273,660

Accumulated other comprehensive loss ( 64,901 66,201 ) ( 79,532 )

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

and 395 more changes in the filing

Forward-looking statements 6 changes

3 unchanged paragraphs

• the impact of changes in tariffs and duties on imported materials and exported finished goods;

• the ability and willingness of the Organization of Petroleum Exporting Countries and other producing nations ("OPEC+") to set and maintain oil production levels and pricing;

• 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;

• production levels among members of the Organization of Petroleum Exporting Countries ("OPEC") and other oil and gas producing nations (together with OPEC, "OPEC+");

13 unchanged paragraphs

• global weather conditions and natural disasters, including hurricanes in the Gulf of America; (formerly named the Gulf of Mexico);

1 unchanged paragraph

• 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;

13 unchanged paragraphs

MD&A 181 changes

9 unchanged paragraphs

The third quarter 2025 average spot price of WTI crude oil declined 10% in 8% from the second first quarter of 2025 average following to the imposition of broad-based trade tariffs by the United States on imported goods and the announcement by OPEC+ of plans to increase increased crude oil production by OPEC+. These actions have led to ongoing uncertainty regarding the broad future effect of reciprocal and other trade tariff increases tariffs on the global economy as well as the future demand for and supply of crude oil, and which has negatively impacted the demand for and pricing of our products and services in provided to the U.S. land-based market during the second quarter of 2025. recent quarters.

The ultimate magnitude and duration of the trade conflict and increased crude oil production by OPEC+, and the related impacts on crude oil prices and the global economy, remain uncertain. While it is difficult for management to assess or predict with precision the broad future effect of these events on the global economy, the energy industry or the Company, management expects that it may will continue to adversely affect demand for our products and services, particularly in the United States, over the balance of 2025 and possibly beyond.

On October 10, 2025, an explosion occurred at one of the facilities of a major U.S. supplier of explosive powders to the perforating industry. We obtain a majority of the powders used in the production of perforating charges and related products within our Downhole Technologies segment from this supplier. We are seeking to arrange alternative sources of these materials, but we expect this supply chain disruption to potentially adversely affect our ability to produce and market perforating products in the latter part of the fourth quarter of 2025 and possibly beyond.

We have implemented certain initiatives to optimize our operations and reduce future costs. These actions include: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; reductions in our U.S. workforce as well as the realignment in 2024 of operations within two of our reportable segments. We also incurred legal costs associated with patent defense. As a result of these events, actions and assessments, our reported pre-tax results for the six nine months ended June September 30, 2024 included $10.0 $23.4 million in non-cash goodwill, intangible and operating lease asset impairment charges as well as $6.9 $11.8 million of facility consolidation and exit, patent defense and other charges. During the first six nine months of 2025, we made the strategic decision to exit three additional service facilities, continued the exit of facilities closed in 2024 and further reduced headcount, incurring $4.6 $8.1 million of associated pre-tax charges.

During the first six nine months of 2025, we sold facilities, equipment and inventory for net proceeds of $12.6 $13.8 million. Additionally, during the first six nine months of 2025, we purchased $14.8 $20.8 million principal amount of our 4.75% convertible senior notes due 2026 (the "2026 Notes") and $12.0 $16.2 million of our common stock.

On July 4, 2025, the United States enacted tax reform legislation through the OBBBA, which resulted in changes to U.S. tax and related law, including certain key federal income tax provisions applicable to multinational companies such as Oil States. ours. These include, among others: the reinstatement of 100% bonus depreciation election for investments in qualifying property; the immediate deduction of domestic research and development expenditures; and manufacturing tax incentives related to goods sold outside the United States.

On July 28, 2025, we amended our asset-based revolving credit facility (the "ABL Facility") to reduce the facility size to $100.0 million, increase advance rates, borrowing availability, lower interest charges and plan for the retirement of all 2026 Notes that remain outstanding at maturity in April of 2026.

Current and expected future pricing for WTI crude oil and natural gas, and inflationary and tariff-driven cost increases, along with 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: geopolitical conflicts in Europe and the Middle East, 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.

1 unchanged paragraph

Customer spending in the natural gas shale plays has declined in recent years due to technological advancements and consolidation of oil and gas producers that have led to significant amounts of natural gas being produced from prolific basins in the Northeastern United States and from associated gas produced from the drilling and completion of unconventional oil wells in the United States. However, the extended outlook for natural gas in the United States is positive with increased exports of LNG, as well as increased power needs for the technology sector, namely data centers.

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities globally, as well as certain products and services to the offshore drilling and completion 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 six nine months of 2025 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, signed into law in July 2025. 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. beginning in August 2025. This segment also produces a variety of products for use in industrial, military, industrial and other applications outside the traditional energy industry. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.

Backlog reported by our Offshore Manufactured Products segment increased to $363 $399 million as of June September 30, 2025 from $311 million as of December 31, 2024. Bookings totaled $112 $145 million in the second third quarter of 2025, yielding a quarterly book-to-bill ratio of 1.1x (1.2x 1.3x (1.3x year-to-date). The following table sets forth backlog as of the dates indicated (in millions).

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Demand for our completion-related products and services within our Completion and Production Services and Downhole Technologies segments is highly correlated to 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 drilling rig 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 October 24, 2025

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Land – Oil 401 451 479 460 481

Land – Natural gas and other 125 105 104 105 112

Offshore 16 15 20 14 20

Land – Oil 399 403 465 441 475

Land – Natural gas and other 128 121 100 110 108

Offshore 23 16 21 15 21

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. As of June September 30, 2025, oil-directed drilling accounted for 79% 77% of the total U.S. rig count – with the balance largely natural gas related.

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. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, existing trade agreements, anti-dumping and countervailing duty regulations and more. For example, in the third quarter of 2025, U.S. tariffs on certain steel and other metal components we import from China substantially increased the cost of those products, and President Trump has threatened additional increased tariffs on goods imported from China as result of current Chinese trade policy. A portion of those tariffs might be overturned depending on the resolution of certain U.S. litigation. Specifically, the U.S. Supreme Court has agreed to hear a case determining whether a federal law giving the president certain emergency powers allowed President Trump to levy tariffs on nearly all goods imported into the United States through a series of executive orders. The Court is scheduled to begin hearing oral arguments on November 5, with a ruling on the challenges potentially expected at the end of 2025.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In the first quarter of 2025, the United States imposed new or additional tariffs 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 addition, in response to Russia's invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests. Subsequently, the U.S. government announced additional tariffs on goods imported into the United States, including steel and other metal products. The effect of these sanctions and tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters. While many of these tariffs are currently deferred, 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 these raw materials and component products, or if the prices we have to 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 could 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.

5 unchanged paragraphs

June 30, Six Months Ended

The following summarizes our consolidated results of operations for the three and six nine months ended June September 30, 2025 and 2024 (in thousands, except per share amounts):

September 30, Nine Months Ended

1 unchanged paragraph

Products $ 107,342 $ 108,579 $ (1,237) $ 207,893 $ 202,908 $ 4,985

Services 58,064 77,804 (19,740) 117,451 150,737 (33,286)

Product costs 83,936 82,503 1,433 164,265 157,640 6,625

Service costs 41,404 59,530 (18,126) 83,752 116,344 (32,592)

Cost of revenues (exclusive of depreciation and amortization expense presented below) 125,340 142,033 (16,693) 248,017 273,984 (25,967)

Products $ 106,492 $ 100,798 $ 5,694 $ 314,385 $ 303,706 $ 10,679

Services 58,688 73,550 (14,862) 176,139 224,287 (48,148)

Product costs 85,561 79,167 6,394 249,826 236,807 13,019

Service costs 43,085 57,422 (14,337) 126,837 173,766 (46,929)

Cost of revenues (exclusive of depreciation and amortization expense presented below) 128,646 136,589 (7,943) 376,663 410,573 (33,910)

1 unchanged paragraph

Depreciation and amortization expense 11,898 14,698 (2,800) 23,923 28,893 (4,970)

Depreciation and amortization expense 12,128 13,635 (1,507) 36,051 42,528 (6,477)

1 unchanged paragraph

Impairments of intangible assets

2 unchanged paragraphs

Operating income (loss) 5,277 2,045 3,232 10,916 (9,132) 20,048

Interest expense, net (1,692) (2,061) 369 (3,270) (4,162) 892

Income (loss) before income taxes 4,221 636 3,585 8,420 (12,714) 21,134

Income tax benefit (provision) (1,410) 665 (2,075) (2,451) 641 (3,092)

Net income (loss) $ 2,811 $ 1,301 $ 1,510 $ 5,969 $ (12,073) $ 18,042

Operating income (loss) 4,748 (11,041) 15,789 15,664 (20,173) 35,837

Interest expense, net (1,773) (1,824) 51 (5,043) (5,986) 943

Other income, net 362 731 (369) 1,136 1,311 (175)

Income (loss) before income taxes 3,337 (12,134) 15,471 11,757 (24,848) 36,605

Income tax provision (1,437) (2,215) 778 (3,888) (1,574) (2,314)

Net income (loss) $ 1,900 $ (14,349) $ 16,249 $ 7,869 $ (26,422) $ 34,291

3 unchanged paragraphs

June 30, Six Months Ended

We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three and six nine months ended June September 30, 2025 and 2024 is summarized below (in thousands):

September 30, Nine Months Ended

2 unchanged paragraphs

Products $ 68,653 $ 59,752 $ 8,901 $ 127,777 $ 112,889 $ 14,888

Services 27,907 31,024 (3,117) 52,331 56,257 (3,926)

Military and other products 10,026 10,780 (754) 19,074 19,267 (193)

Completion and Production Services

Downhole Technologies 29,396 38,406 (9,010) 62,219 71,519 (9,300)

Products $ 67,729 $ 58,164 $ 9,565 $ 195,506 $ 171,053 $ 24,453

Services 30,172 32,754 (2,582) 82,503 89,011 (6,508)

Military and other products 10,726 11,316 (590) 29,800 30,583 (783)

Completion and Production Services 27,525 40,099 (12,574) 91,468 133,812 (42,344)

Downhole Technologies 29,028 32,015 (2,987) 91,247 103,534 (12,287)

4 unchanged paragraphs

Offshore Manufactured Products

Downhole Technologies Total

Products $ 68,653 $ 59,752 $ — $ — $ — $ — $ 68,653 $ 59,752

Services 27,907 31,024 — — — — 27,907 31,024

Total project-driven 96,560 90,776 — — — — 96,560 90,776

Products — — — — 28,663 38,047 28,663 38,047

Services — — 29,424 46,421 733 359 30,157 46,780

Offshore and international $ 99,620 $ 94,372 $ 11,478 $ 13,629 $ 8,016 $ 10,624 $ 119,114 $ 118,625

U.S. land 6,966 7,184 17,946 32,792 21,380 27,782 46,292 67,758

(1) During the three and six nine months ended June September 30, 2025, we recognized charges of $0.3 $0.6 million and $0.8 million, respectively, within the Offshore Manufactured Products segment, associated primarily with the consolidation and relocation of certain manufacturing and service locations. During the three and six nine months ended June September 30, 2024, the segment incurred facility consolidation charges of $1.5 $0.4 million and $3.0 $3.4 million, respectively, associated primarily with the segment's consolidation and relocation of a manufacturing and service location.

(2) During the three and six nine months ended June September 30, 2025, we recognized charges of $2.2 $2.7 million and $3.1 $5.8 million, respectively, within the Completion and Production Services segment, associated primarily with the exit of service locations. During the three and six nine months ended June September 30, 2024, the Completion and Production Services segment incurred recognized charges of $2.9 $17.2 million and $3.9 $21.1 million, respectively, associated primarily with the exit of its flowback and well testing service offering, the consolidation and exit of certain underperforming service locations, and the defense of certain patents.

(3) During the three and six nine months ended June September 30, 2025, we recognized charges of $1.2 million within the Downhole Technologies segment, associated primarily with the exit of a leased facility. During the six three and nine months ended June September 30, 2024, the Downhole Technologies segment recognized charges of $0.6 million associated primarily with the exit of an underperforming location. Additionally, during the nine months ended September 30, 2024, the segment incurred a $10.0 million non-cash impairment charge related to goodwill reassigned to the business in connection with the realignment of operations between segments.

(4) During the three and nine months ended September 30, 2025, we recognized severance charges of $0.3 million within Corporate operations.

For further discussion of charges recognized during the three and six nine months ended June September 30, 2025 and 2024, see Note 2, "Asset Impairments and Other Charges and Credits," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Three Months Ended June September 30, 2025 Compared to Three Months Ended June September 30, 2024

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

4 unchanged paragraphs

and 101 more changes in the filing

Market risk 3 changes

2 unchanged paragraphs

Interest Rate Risk. We have a revolving credit facility that is subject to the risk of higher interest charges associated with increases in interest rates. As of June September 30, 2025, we had no floating-rate obligations outstanding under our ABL Facility. 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 six nine months of 2025, our reported foreign currency exchange losses were $1.2 $1.1 million and are included in "other operating (income) expense, 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 decreased $14.6 $13.3 million from $79.5 million as of December 31, 2024 to $64.9 $66.2 million as of June September 30, 2025, due to changes in currency exchange rates. During the six nine months ended June September 30, 2025, the exchange rates for the British pound and the Brazilian real strengthened by 9% 7% and 13%, 17%, respectively, compared to the U.S. dollar.

Controls and procedures 2 changes

1 unchanged paragraph

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2025 at the reasonable assurance level.

1 unchanged paragraph

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 June September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 9 changes

4 unchanged paragraphs

April 1 through April 30, 2025 — $ — — $ 35,960,503

May 1 through May 31, 2025 812,553 4.54 812,553 32,237,927

June 1 through June 30, 2025 594,128 4.96 594,128 29,262,936

Total 1,406,681 $ 4.72 1,406,681

July 1 through July 31, 2025 — $ — — $ 29,262,936

August 1 through August 31, 2025 731,181 5.12 731,181 25,484,896

September 1 through September 30, 2025 70,420 5.51 65,918 25,119,827 (1) Average price paid per share excludes the impact of excise taxes.

(2) During the three-month period ended June September 30, 2025, no 4,502 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 June September 30, 2025, $20.7 $24.9 million of share repurchases have been made under this authorization.

Other information 5 changes

1 unchanged paragraph

Amendment to Credit Agreement

On July 28, 2025, the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent") and the other lenders signatory thereto entered into the Fifth Amendment to Credit Agreement (the "Fifth Amendment"). The Fifth Amendment amended the ABL Agreement, dated as of February 10, 2021 (as amended by the Fifth Amendment, the "Credit Agreement"). Please 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 Credit Agreement.

The Administrative Agent, the other lenders party to the Credit Agreement, and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation. In addition, in the ordinary course of their various business activities, such parties and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve the Company's securities and/or instruments.

The description of the Credit Agreement contained herein represents only a summary of the material terms of the Fifth Amendment, does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment to the Credit Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and is incorporated by reference herein.

During the three months ended June September 30, 2025, 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.

Exhibits 5 changes

4 unchanged paragraphs

— F ifth Fifth Amendment to Credit Agreement, dated July 28, 2025, , among Oil States International, Inc., as Borrower, the Lenders from time to time th ereto, thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10- Q , as filed with the SEC on July 31 , 20 25 (File No. 001-16337)) .

— F orm of Non-Employee Director Deferred Stock Grant Notice and Agreement under the Company ' s Second Amended and Restated Equity Participation Plan.

— F orm of Non-Employee Director Restricted Stock Agree ment under the Company ' s Second Ame n ded and Restated Equity Participation Plan.

12 unchanged paragraphs

+ Management contracts or compensatory plans or arrangements.

2 unchanged paragraphs

Date: July October 31, 2025 By: /s/ LLOYD A. HAJDIK

2 unchanged paragraphs