Form 8-K

8-K — OIL STATES INTERNATIONAL, INC

Accession: 0001121484-26-000031

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001121484

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ois-20260730.htm (Primary)

EX-99.1 (ois_20260730x991.htm)

GRAPHIC (bluelogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ois-20260730.htm · Sequence: 1

ois-20260730

0001121484false00011214842026-07-302026-07-30

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): July 30, 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 July 30, 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 June 30, 2026. 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 July 30, 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: July 30, 2026 By:

/s/ Matthew E. Autenrieth

Matthew E. Autenrieth

Executive Vice President, Chief Financial Officer & Treasurer

EX-99.1

Filename: ois_20260730x991.htm · Sequence: 2

Document

EXHIBIT 99.1

Oil States Announces Second Quarter 2026 Results

•Consolidated revenues of $157 million increased 8%, sequentially

•Net income of $6 million, or $0.10 per share

•Adjusted net income totaled $8 million, or $0.14 per share, excluding charges and credits (a non-GAAP measure(1))

•Adjusted EBITDA (a non-GAAP measure(1)) of $19 million rose 14% from the prior quarter

•Offshore Manufactured Products segment's backlog increased 5% sequentially, with quarterly bookings totaling $114 million, yielding a book-to-bill ratio of 1.2x

•Downhole Technologies segment generated revenues of $40 million, the highest level reported since the second quarter of 2023

•Retired the remaining $53 million principal amount of our convertible senior notes on April 1

•Purchased $5 million of our common stock

HOUSTON, July 30, 2026 – Oil States International, Inc. (NYSE: OIS):

Three Months Ended % Change

(Unaudited, In Thousands, Except Per Share Amounts)

June 30,

2026 March 31,

2026 June 30,

2025 Sequential Year-over-Year

Consolidated results:

Revenues $ 156,659 $ 145,363 $ 165,406 8 % (5) %

Operating income(2)

11,712 4,278 5,277 174 % 122 %

Adjusted operating income, excluding charges and credits(1)

10,615 8,350 8,936 27 % 19 %

Net income 5,910 1,108 2,811 433 % 110 %

Adjusted net income, excluding charges and credits(1)

8,407 5,180 5,401 62 % 56 %

Adjusted EBITDA(1)

18,989 16,687 21,089 14 % (10) %

Revenues by segment:

Offshore Manufactured Products

$ 92,724 $ 91,419 $ 106,586 1 % (13) %

Completion and Production Services 24,274 21,498 29,424 13 % (18) %

Downhole Technologies 39,661 32,446 29,396 22 % 35 %

Revenues by destination:

Offshore and international

$ 111,593 $ 104,674 $ 119,114 7 % (6) %

U.S. land

45,066 40,689 46,292 11 % (3) %

Operating income (loss) by segment(2):

Offshore Manufactured Products

$ 13,936 $ 14,412 $ 16,989 (3) % (18) %

Completion and Production Services 3,917 3,490 1,877 12 % 109 %

Downhole Technologies 2,737 (445) (3,992) n.m. n.m.

Corporate

(8,878) (13,179) (9,597) 33 % 7 %

Adjusted Segment EBITDA(1):

Offshore Manufactured Products

$ 17,907 $ 18,523 $ 21,105 (3) % (15) %

Completion and Production Services 6,570 6,136 8,254 7 % (20) %

Downhole Technologies 4,243 1,094 1,220 288 % 248 %

Corporate

(9,731) (9,066) (9,490) (7) % (3) %

___________________

(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 June 30, 2026, March 31, 2026 and June 30, 2025 included charges totaling $3.1 million, $4.1 million and $3.7 million, respectively. Additionally, operating income for the three months ended June 30, 2026 included credits totaling $4.1 million. See “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information.

Oil States International, Inc. reported net income of $5.9 million, or $0.10 per share, and Adjusted EBITDA of $19.0 million for the second quarter of 2026 on revenues of $156.7 million. These results compare to revenues of $145.4 million, net income of $1.1 million, or $0.02 per share, and Adjusted EBITDA of $16.7 million reported in the first quarter of 2026.

Oil States’ President and Chief Executive Officer, Lloyd Hajdik, stated:

“Our second quarter results demonstrated the resilience of Oil States’ product and services portfolio, as Adjusted EBITDA was in line with our expectations despite revenue being tempered by the timing of certain customer awards. We are encouraged by the continued strength of our backlog, with quarterly bookings totaling $114 million, yielding a 1.2x quarterly book-to-bill ratio and total backlog of $451 million, the highest level in over a decade. With sequential quarterly improvements reported in our Downhole Technologies and Completion and Production Services segments, we believe we are in the early stages of increased investment by our customers.

“The sustained growth in our backlog, combined with improving activity across offshore, international and military markets, reinforces our confidence in the long-term opportunity set ahead of us. As we progress through the second half of 2026, we continue build upon our differentiated portfolio of products and services that are aligned with our customers’ most critical projects, and we remain focused on growing our backlog, expanding margins and improving cash generation for our stockholders.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $92.7 million, operating income of $13.9 million and Adjusted Segment EBITDA of $17.9 million in the second quarter of 2026, compared to revenues of $91.4 million, operating income of $14.4 million and Adjusted Segment EBITDA of $18.5 million reported in the first quarter of 2026. Adjusted Segment EBITDA margin was 19% in the second quarter of 2026, compared to 20% in the first quarter of 2026.

Backlog totaled $451 million as of June 30, 2026, our highest level since March 2015. Second quarter bookings totaled $114 million, yielding a quarterly book-to-bill ratio of 1.2x and 1.1x year-to-date. Second quarter segment bookings were augmented by a significant contract award for production platform and pipeline equipment.

Completion and Production Services

Completion and Production Services reported revenues of $24.3 million, operating income of $3.9 million and Adjusted Segment EBITDA of $6.6 million in the second quarter of 2026, compared to revenues of $21.5 million, operating income of $3.5 million and Adjusted Segment EBITDA of $6.1 million reported in the first quarter of 2026. Adjusted Segment EBITDA margin was 27% in the second quarter of 2026, compared to 29% in the first quarter of 2026.

Downhole Technologies

Downhole Technologies reported revenues of $39.7 million, operating income of $2.7 million and Adjusted Segment EBITDA of $4.2 million in the second quarter of 2026, compared to revenues of $32.4 million, an operating loss of $0.4 million and Adjusted Segment EBITDA of $1.1 million in the first quarter of 2026.

Corporate

Corporate operating expenses in the second quarter of 2026 totaled $8.9 million.

In the second quarter of 2026, the Company recognized charges of $6.6 million associated with the extinguishment of debt, facility exits and the pending retirement of its former President and Chief Executive Officer. These costs were partially offset by a gain of $4.1 million recognized in connection with the sale of a previously idled facility.

Interest Expense, Net

Net interest expense totaled $0.5 million in the second quarter of 2026, which included $0.2 million of non-cash amortization of deferred debt issuance costs.

Income Taxes

During the second quarter of 2026, the Company recognized income tax expense of $2.0 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 $7.9 million.

Cash Flows

During the second quarter of 2026, the Company used $6.3 million of cash flows in operations, driven by net working capital increases of $21.3 million. Proceeds from the sale of assets totaled $7.1 million during the quarter, which were partially offset by $2.9 million in capital expenditures. The Company used $50.5 million in cash to settle its 2026 Notes and $5.1 million in cash was used to fund stock repurchases.

Financial Condition

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 a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility (the “Term Loan Facility”), which was available for a six-month period. Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility. The remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026.

On April 1, 2026, the Company retired the remaining $52.7 million of outstanding principal of its 4.75% convertible senior notes (the “Convertible Notes”), with a combination of $50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million). The Company recognized a $3.6 million loss on the extinguishment of the Convertible Notes in the second quarter of 2026 due to their settlement at a premium.

Conference Call Information

The call is scheduled for July 30, 2026 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (833) 461-5787 in the United States or by dialing +1 (585) 542-9983 internationally and using the passcode 647 603 275. 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 geopolitical conflicts and tensions, 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, 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, as amended by its Annual Report on Form 10-K/A, for the year ended December 31, 2025, and the subsequently filed Quarterly Report on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Revenues:

Products $ 98,753 $ 92,580 $ 107,342 $ 191,333 $ 207,893

Services 57,906 52,783 58,064 110,689 117,451

156,659 145,363 165,406 302,022 325,344

Costs and expenses:

Product costs 77,724 74,367 83,936 152,091 164,265

Service costs

40,227 37,222 41,404 77,449 83,752

Cost of revenues (exclusive of depreciation and amortization expense presented below) 117,951 111,589 125,340 229,540 248,017

Selling, general and administrative expense

23,127 20,024 22,981 43,151 45,511

Depreciation and amortization expense 8,061 8,189 11,898 16,250 23,923

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

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

Other operating income, net

(4,192) (101) (1,448) (4,293) (4,381)

144,947 141,085 160,129 286,032 314,428

Operating income

11,712 4,278 5,277 15,990 10,916

Interest expense, net (508) (1,175) (1,692) (1,683) (3,270)

Other income (expense), net

(3,281) 148 636 (3,133) 774

Income before income taxes

7,923 3,251 4,221 11,174 8,420

Income tax provision

(2,013) (2,143) (1,410) (4,156) (2,451)

Net income

$ 5,910 $ 1,108 $ 2,811 $ 7,018 $ 5,969

Net income per share:

Basic $ 0.10 $ 0.02 $ 0.05 $ 0.12 $ 0.10

Diluted 0.10 0.02 0.05 0.12 0.10

Weighted average number of common shares outstanding:

Basic 58,479 57,785 59,154 58,132 59,661

Diluted 58,627 58,439 59,154 58,541 59,661

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)

June 30, 2026 December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 19,802 $ 69,914

Accounts receivable, net 196,926 202,445

Inventories, net 209,621 183,409

Assets held for sale

18,584 17,350

Prepaid expenses and other current assets 19,572 22,173

Total current assets 464,505 495,291

Property, plant, and equipment, net 232,247 244,382

Operating lease assets, net 13,945 12,731

Goodwill, net 70,337 70,524

Other intangible assets, net 28,637 31,455

Other noncurrent assets 29,820 29,048

Total assets $ 839,491 $ 883,431

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt $ 650 $ 53,370

Accounts payable 69,000 68,090

Accrued liabilities 32,208 38,480

Current operating lease liabilities 5,676 7,286

Income taxes payable 1,746 1,759

Deferred revenue 88,321 97,195

Total current liabilities 197,601 266,180

Long-term debt 17,778 1,670

Long-term operating lease liabilities 12,118 12,654

Deferred income taxes 5,607 5,765

Other noncurrent liabilities 25,011 23,971

Total liabilities 258,115 310,240

Stockholders’ equity:

Common stock 821 805

Additional paid-in capital 1,156,353 1,145,642

Retained earnings 171,301 164,283

Accumulated other comprehensive loss (66,772) (66,264)

Treasury stock (680,327) (671,275)

Total stockholders’ equity

581,376 573,191

Total liabilities and stockholders’ equity

$ 839,491 $ 883,431

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 7,018 $ 5,969

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization expense 16,250 23,923

Impairments of operating lease assets — 1,358

Impairments of assets held for sale 1,384 —

Stock-based compensation expense 4,851 3,859

Amortization of deferred financing costs 910 660

Deferred income tax provision (benefit) (133) 669

Gains on disposals of assets (4,837) (4,282)

Losses (gains) on extinguishment of 4.75% convertible senior notes 3,594 (381)

Other, net (2,617) (1,423)

Changes in operating assets and liabilities:

Accounts receivable 4,746 2,601

Inventories (26,675) 1,348

Accounts payable and accrued liabilities (7,997) (1,014)

Deferred revenue (8,874) (2,092)

Other operating assets and liabilities, net 4,238 (6,905)

Net cash flows provided by (used in) operating activities (8,142) 24,290

Cash flows from investing activities:

Capital expenditures (7,139) (19,480)

Proceeds from disposition of property and equipment

737 4,217

Proceeds from disposition of assets held for sale

7,276 8,409

Other, net (9) (62)

Net cash flows provided by (used in) investing activities 865 (6,916)

Cash flows from financing activities:

Revolving credit facility borrowings 67,744 204

Revolving credit facility repayments (49,167) (204)

Extinguishment of 4.75% convertible senior notes (50,452) (14,284)

Other debt and finance lease repayments, net (355) (344)

Payment of financing costs (2,014) (7)

Purchases of treasury stock

(5,100) (12,043)

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 (43,296) (29,110)

Effect of exchange rate changes on cash and cash equivalents 461 231

Net change in cash and cash equivalents (50,112) (11,505)

Cash and cash equivalents, beginning of period 69,914 65,363

Cash and cash equivalents, end of period $ 19,802 $ 53,858

Cash paid for:

Interest $ 1,593 $ 3,628

Income taxes, net 4,170 3,660

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA

(In Thousands)

(Unaudited)

Three Months Ended Six Months Ended

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Revenues:

Offshore Manufactured Products

Project-driven:

Products $ 51,954 $ 51,887 $ 68,653 $ 103,841 $ 127,777

Services 32,420 30,710 27,907 63,130 52,331

84,374 82,597 96,560 166,971 180,108

Military and other products 8,350 8,822 10,026 17,172 19,074

Total Offshore Manufactured Products

92,724 91,419 106,586 184,143 199,182

Completion and Production Services 24,274 21,498 29,424 45,772 63,943

Downhole Technologies 39,661 32,446 29,396 72,107 62,219

Total revenues $ 156,659 $ 145,363 $ 165,406 $ 302,022 $ 325,344

Operating income (loss):

Offshore Manufactured Products

$ 13,936 $ 14,412 $ 16,989 $ 28,348 $ 31,265

Completion and Production Services

3,917 3,490 1,877 7,407 5,380

Downhole Technologies

2,737 (445) (3,992) 2,292 (6,116)

Corporate

(8,878) (13,179) (9,597) (22,057) (19,613)

Total operating income (loss)

$ 11,712 $ 4,278 $ 5,277 $ 15,990 $ 10,916

Adjusted operating income (loss)(1):

Offshore Manufactured Products

$ 13,936 $ 14,604 $ 17,262 $ 28,540 $ 31,538

Completion and Production Services

3,917 3,490 4,056 7,407 8,489

Downhole Technologies

2,737 (445) (2,785) 2,292 (4,909)

Corporate

(9,975) (9,299) (9,597) (19,274) (19,613)

Total adjusted operating income (loss)

$ 10,615 $ 8,350 $ 8,936 $ 18,965 $ 15,505

________________

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 Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Operating income

$ 11,712 $ 4,278 $ 5,277 $ 15,990 $ 10,916

Impairments of:

Operating lease assets — — 1,358 — 1,358

Assets held for sale — 1,384 — 1,384 —

Facility consolidation/closure and other charges 1,395 2,688 2,301 4,083 3,231

Gain on disposal of facility held for sale (4,149) — — (4,149) —

Executive transition costs 1,657 — — 1,657 —

Adjusted operating income, excluding charges and credits $ 10,615 $ 8,350 $ 8,936 $ 18,965 $ 15,505

________________

(A)Adjusted operating income, excluding charges and credits consists of operating income plus impairments of assets and facility consolidation/closure and other charges and executive transition costs, less gain on disposal of facility held for sale. 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 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 Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Offshore Manufactured Products:

Operating income $ 13,936 $ 14,412 $ 16,989 $ 28,348 $ 31,265

Facility consolidation/closure and other charges

— 192 273 192 273

Adjusted Segment Operating Income, excluding charges and credits $ 13,936 $ 14,604 $ 17,262 $ 28,540 $ 31,538

Completion and Production Services:

Operating income $ 3,917 $ 3,490 $ 1,877 $ 7,407 $ 5,380

Impairments of operating lease assets — — 403 — 403

Facility consolidation/closure and other charges

— — 1,776 — 2,706

Adjusted Segment Operating Income, excluding charges and credits $ 3,917 $ 3,490 $ 4,056 $ 7,407 $ 8,489

Downhole Technologies:

Operating income (loss) $ 2,737 $ (445) $ (3,992) $ 2,292 $ (6,116)

Impairments of operating lease assets — — 955 — 955

Facility consolidation/closure and other charges

— — 252 — 252

Adjusted Segment Operating Income (Loss), excluding charges and credits $ 2,737 $ (445) $ (2,785) $ 2,292 $ (4,909)

Corporate:

Operating loss $ (8,878) $ (13,179) $ (9,597) $ (22,057) $ (19,613)

Impairments of assets held for sale

— 1,384 — 1,384 —

Facility consolidation/closure and other charges

1,395 2,496 — 3,891 —

Gain on disposal of facility held for sale (4,149) — — (4,149) —

Executive transition costs 1,657 — — 1,657 —

Adjusted Segment Operating Loss, excluding charges and credits $ (9,975) $ (9,299) $ (9,597) $ (19,274) $ (19,613)

________________

(B)Adjusted Segment Operating Income (Loss), excluding charges and credits consists of operating income (loss) plus impairments of assets, facility consolidation/closure and other charges, and executive transition costs, less gain on disposal of facility held for sale. 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 Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Net income $ 5,910 $ 1,108 $ 2,811 $ 7,018 $ 5,969

Interest expense, net 508 1,175 1,692 1,683 3,270

Income tax provision 2,013 2,143 1,410 4,156 2,451

Depreciation and amortization expense 8,061 8,189 11,898 16,250 23,923

Impairments of:

Operating lease assets — — 1,358 — 1,358

Assets held for sale

— 1,384 — 1,384 —

Facility consolidation/closure and other charges 1,395 2,688 2,301 4,083 3,231

Gain on disposal of facility held for sale (4,149) — — (4,149) —

Losses (gains) on extinguishment of 4.75% convertible senior notes 3,594 — (381) 3,594 (381)

Executive transition costs 1,657 — — 1,657 —

Adjusted EBITDA $ 18,989 $ 16,687 $ 21,089 $ 35,676 $ 39,821

________________

(C)The term Adjusted EBITDA consists of net income plus net interest expense, taxes, depreciation and amortization expense, impairments of assets, facility consolidation/closure and other charges, losses (gains) on extinguishment of Convertible Notes and executive transition costs, less gain on disposal of facility held for sale. 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 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, 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 Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Offshore Manufactured Products:

Operating income $ 13,936 $ 14,412 $ 16,989 $ 28,348 $ 31,265

Other income (expense), net 39 (21) 140 18 182

Depreciation and amortization expense 3,932 3,940 3,703 7,872 7,311

Facility consolidation/closure and other charges

— 192 273 192 273

Adjusted Segment EBITDA $ 17,907 $ 18,523 $ 21,105 $ 36,430 $ 39,031

Completion and Production Services:

Operating income $ 3,917 $ 3,490 $ 1,877 $ 7,407 $ 5,380

Other income, net 219 129 115 348 211

Depreciation and amortization expense 2,434 2,517 4,083 4,951 8,355

Impairments of operating lease assets — — 403 — 403

Facility consolidation/closure and other charges

— — 1,776 — 2,706

Adjusted Segment EBITDA $ 6,570 $ 6,136 $ 8,254 $ 12,706 $ 17,055

Downhole Technologies:

Operating income (loss) $ 2,737 $ (445) $ (3,992) $ 2,292 $ (6,116)

Depreciation and amortization expense 1,506 1,539 4,005 3,045 8,034

Impairments of operating lease assets — — 955 — 955

Facility consolidation/closure and other charges

— — 252 — 252

Adjusted Segment EBITDA $ 4,243 $ 1,094 $ 1,220 $ 5,337 $ 3,125

Corporate:

Operating loss $ (8,878) $ (13,179) $ (9,597) $ (22,057) $ (19,613)

Other income (expense), net (3,539) 40 381 (3,499) 381

Depreciation and amortization expense 189 193 107 382 223

Impairments of assets held for sale

— 1,384 — 1,384 —

Facility consolidation/closure and other charges

1,395 2,496 — 3,891 —

Gain on disposal of facility held for sale (4,149) — — (4,149) —

Losses (gains) on extinguishment of 4.75% convertible senior notes 3,594 — (381) 3,594 (381)

Executive transition costs 1,657 — — 1,657 —

Adjusted Segment EBITDA $ (9,731) $ (9,066) $ (9,490) $ (18,797) $ (19,390)

________________

(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, losses (gains) on extinguishment of Convertible Notes and executive transition costs, less gain on disposal of facility held for sale. 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, EXCLUDING CHARGES AND CREDITS (E) AND

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

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Net income $ 5,910 $ 1,108 $ 2,811 $ 7,018 $ 5,969

Impairments of:

Operating lease assets — — 1,358 — 1,358

Assets held for sale

— 1,384 — 1,384 —

Facility consolidation/closure and other charges 1,395 2,688 2,301 4,083 3,231

Gain on disposal of facility held for sale (4,149) — — (4,149) —

Losses (gains) on extinguishment of 4.75% convertible senior notes 3,594 — (381) 3,594 (381)

Executive transition costs 1,657 — — 1,657 —

Total adjustments, before taxes

2,497 4,072 3,278 6,569 4,208

Income tax benefit impact of adjustments, net — — (688) — (884)

Total adjustments, net of taxes

2,497 4,072 2,590 6,569 3,324

Adjusted net income, excluding charges and credits $ 8,407 $ 5,180 $ 5,401 $ 13,587 $ 9,293

Adjusted weighted average number of diluted common shares outstanding 58,627 58,439 59,154 58,541 59,661

Adjusted diluted net income per share, excluding charges and credits $ 0.14 $ 0.09 $ 0.09 $ 0.23 $ 0.16

________________

(E)Adjusted net income, excluding charges and credits consists of net income plus impairments of assets and facility consolidation/closure and other charges, losses (gains) on extinguishment of Convertible Notes, executive transition costs, less gain on disposal of facility held for sale 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 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 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 Six Months Ended

June 30,

2026 March 31,

2026 June 30,

2025 June 30,

2026 June 30,

2025

Net cash flows provided by (used in) operating activities

$ (6,257) $ (1,885) $ 14,995 $ (8,142) $ 24,290

Less: Capital expenditures

(2,912) (4,227) (10,322) (7,139) (19,480)

Plus: Proceeds from disposition of property and equipment 341 396 2,532 737 4,217

Proceeds from disposition of assets held for sale 6,803 473 909 7,276 8,409

Free cash flow

$ (2,025) $ (5,243) $ 8,114 $ (7,268) $ 17,436

________________

(G)The term free cash flow consists of net cash flows provided by (used in) 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 (used in) operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.

Company Contact:

Matthew Autenrieth

Oil States International, Inc.

Executive Vice President, Chief Financial Officer and Treasurer

(713) 652-0582

SOURCE: Oil States International, Inc.

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