Form 8-K

8-K — National Energy Services Reunited Corp.

Accession: 0001493152-26-036718

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001698514

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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Filename: form8-k.htm · Sequence: 1

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2026-08-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 10, 2026

Commission

File Number: 001-38091

NATIONAL

ENERGY SERVICES REUNITED CORP.

(Exact

name of registrant as specified in its charter)

British

Virgin Islands

82-4881231

(State

or other jurisdiction

incorporation or organization)

(I.R.S.

Employer

Identification

No.)

777

Post Oak Blvd., Suite 730, Houston, Texas

77056

(Address

of principal executive offices)

(Zip

Code)

+1 (832) 925-3777

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

☐

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

Ordinary

shares, no par value per share

NESR

The

Nasdaq Capital Market

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 ☐

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.

August 10, 2026, National Energy Services Reunited Corp. (“NESR” or the “Company”) issued a press release reporting

its financial results for the three-month and six-month periods ended June 30, 2026, a copy of which is furnished as Exhibit 99.1 hereto

and incorporated by reference into this Item 2.02. The press release was made available on the Company’s website at http://investors.nesr.com/news-events/press-releases

on August 10, 2026. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended

(the “Securities Act”), except as expressly set forth by specific reference in such filing.

conference call is scheduled for 8:00 AM ET on August 10, 2026, to discuss the financial results. Investors, analysts and members of

the media are invited to participate by dialing in to the U.S. toll-free line at 1-877-407-0890 or the international line at 1-201-389-0918,

approximately 10 minutes prior to the start of the call. A live, listen-only earnings webcast will also be broadcast simultaneously under

the “Investors” section of the Company’s website at www.nesr.com. Following the end of the conference call, a replay

will be available after the event under the “Investors” section of the Company’s website.

addition to financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

included in the news release, certain information discussed in the news release and to be discussed on the conference call may constitute

non-GAAP financial measures (as defined in Regulation G under the Exchange Act). These non-GAAP financial measures should be considered

as supplemental to, and not as a substitute for or superior to, net income (loss), cash flows, or other measures of financial performance

prepared in accordance with GAAP, as more fully described in the Company’s financial statements and filings with the Securities

and Exchange Commission. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP measures are included

in the news release.

Item

7.01 Regulation FD Disclosure.

August 10, 2026, the Company issued a press release, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1

and is incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained

in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall

it be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference

in such a filing.

See

Item 2.02, “Results of Operations and Financial Condition.”

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

information set forth in the attached exhibit 99.1 listed below is furnished pursuant to Item 9.01 of this Form 8-K.

Number

Description

99.1

Press Release dated August 10, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

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

the undersigned, thereunto duly authorized.

NATIONAL

ENERGY SERVICES REUNITED CORP.

Date:

August 10, 2026

By:

/s/

Stefan Angeli

Name:

Stefan

Angeli

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

National

Energy Services Reunited Corp. Reports Second Quarter 2026 Financial Results

●

Revenue

for the quarter ended June 30, 2026, is $520.8 million, reflecting an increase of 59.1% year-over-year and 28.7%

sequentially

●

Net

income for the quarter ended June 30, 2026, is $44.0 million, improving 189.6% year-over-year and 84.7% sequentially

●

Diluted

Earnings per Share (EPS) for the quarter ended June 30, 2026 is $0.43, representing an increase of 168.8% year-over-year

and 85.8% sequentially

●

Adjusted

EBITDA (a non-GAAP measure)** for the quarter ended June 30, 2026, is $106.2 million, improving 50.5% year-over-year

and 38.5% sequentially

●

Operating

cash flow for the quarter ended June 30, 2026, is $174.0 million, growing 466.6% year-over-year and 76.7%

sequentially

●

Free cash flow (a non-GAAP measure)** for the quarter

ended June 30, 2026, is $99.9 million, growing $105.2 million sequentially and $31.2 million year-over-year

HOUSTON,

August 10, 2026 – National Energy Services Reunited Corp. (“NESR” or the “Company”), a leading integrated

energy services provider in the Middle East and North Africa (“MENA”), today announced its financial results as of and for

the three-month and six-month periods ended June 30, 2026. The Company delivered the following results for the periods presented:

Three Months Ended

Variance

(in thousands except per share amounts and percentages)

June 30, 2026

March 31, 2026

June 30, 2025

Sequential

Year- over- year

Revenue

$ 520,752

$ 404,586

$ 327,368

28.7 %

59.1 %

Net income

44,017

23,827

15,201

84.7 %

189.6 %

Adjusted net income (non-GAAP)**

45,469

26,733

20,130

70.1 %

125.9 %

Adjusted EBITDA (non-GAAP)**

106,184

76,671

70,559

38.5 %

50.5 %

Diluted EPS

0.43

0.23

0.16

85.8 %

168.8 %

Adjusted Diluted EPS (non-GAAP)**

0.44

0.26

0.21

68.3 %

109.5 %

**The

Company presents its financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

However, management believes that using additional non-GAAP measures will enhance the evaluation of the profitability of the Company

and its ongoing operations. Please see Tables 1, 2, 3, and 4 below for reconciliations of GAAP to non-GAAP financial measures. The Consolidated

Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows are derived from the consolidated financial

statements presented in our Quarterly Report on Form 10-Q as of and for the three-month and six-month periods ended June 30, 2026.

Stefan

Angeli, Chief Financial Officer, commented, “The second quarter was another exceptional quarter for NESR, delivering record

revenue, record Adjusted EBITDA and our strongest quarterly earnings to date. Revenue grew 59% year-over-year to $520.8 million, while

net income nearly tripled from the prior year to $44.0 million, demonstrating the significant operating leverage embedded in our business.

Higher activity levels and disciplined execution translated into pronounced margin expansion, record profitability and robust cash generation.

During the first half of the year, we generated over $200 million of operating cash flow, produced nearly $95 million of free cash flow

and reduced net debt, reflecting effective working capital management and a continued focus on capital allocation.

These results reinforce the scalability of the NESR platform and our ability to consistently translate growth into expanding profitability,

strong cash generation and long-term shareholder value.”

Sherif

Foda, Chairman and Chief Executive Officer, commented, “Our stellar second quarter performance reflects the strength of

NESR’s differentiated platform, the dedication of our people and the continued confidence our customers place in us. Despite the

continued conflict in the region, we maintained our presence intact in all operating units with no interruption to any of our

customers’ activities. We are executing at record activity levels on our recently awarded contracts across the region while

maintaining operational excellence, technology leadership and local capabilities that have become the hallmark of NESR. With our recent contract wins and expanding technology offerings, we are confident in our path to realizing our vision,

in continuing to deliver exceptional value, and in being clearly recognized as the trusted partner of choice for our customers.”

Net

Income and Adjusted Net Income Results

Net

income for the quarter ended June 30, 2026, is $44.0 million, increasing $28.8 million year-over-year and $20.2 million

sequentially. The increases were primarily attributable to strong flow-through from incremental revenue generated by higher activity

levels in the Company’s hydraulic fracturing, well testing, and wireline logging service lines.

Adjusted

net income for the quarter is $45.5 million and included $1.5 million of “Total Charges and Credits impacting Adjusted

Net Income and Adjusted Diluted EPS,” primarily attributable to $1.0 million of current expected credit loss provisions.

A detailed reconciliation of net income and diluted EPS to Adjusted Net Income and Adjusted Diluted EPS, including a complete list of

adjusting items, is presented in Table 1 below under “Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted

Diluted EPS.”

The

Company reported $0.43 of diluted EPS for the quarter ended June 30, 2026, improving $0.20 sequentially and $0.27

year-over-year. Adjusted for the impact of Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS, Adjusted

Diluted EPS, a non-GAAP measure described in Table 1 below, for the quarter ended June 30, 2026, is $0.44.

Adjusted

EBITDA Results

The

Company produced Adjusted EBITDA of $106.2 million during the quarter ended June 30, 2026, up 50.5% year-over-year and

38.5% sequentially. Adjusted EBITDA includes adjustments for certain Total Charges and Credits impacting Adjusted EBITDA (those not

related to interest, taxes, and/or depreciation and amortization). The Company posted the following results for the periods presented:

(in thousands)

Quarter ended

June 30,

2026

Quarter ended

March 31,

2026

Quarter ended

June 30,

2025

Revenue

$ 520,752

$ 404,586

$ 327,368

Adjusted EBITDA

$ 106,184

$ 76,671

$ 70,559

detailed reconciliation of net income to Adjusted EBITDA, including a complete list of adjusting items, is presented in Table 2 below

under “Reconciliation of Net Income to Adjusted EBITDA.”

Balance

Sheet

Cash

and cash equivalents were $175.0 million as of June 30, 2026, compared to $124.8 million as of December 31, 2025, and $131.8 million

as of June 30, 2025.

Free

cash flow, a non-GAAP measure, for the quarter ended June 30, 2026, is $99.9 million, compared to $68.7 million for the

same period in 2025. The difference between periods was primarily driven by higher net income and improved working capital management

year-over-year, and in particular more closely controlling timing of payments on Accounts payable and accrued expenses in relation to

payment terms, as partially offset by higher capital expenditures during the six-months ended June 30, 2026. A reconciliation

of the applicable GAAP measures to free cash flow is presented in Table 3, titled “Reconciliation of Net cash provided by (used

in) operating activities to Free Cash Flow.”

Total debt as of June 30, 2026, was $274.6 million, of which $114.9 million was classified as short-term, compared

to total debt of $310.1 million, including $118.8 million classified as short-term, as of December 31, 2025. Net Debt, a non-GAAP measure

defined as current installments of long-term debt, short-term borrowings, and long-term debt, less cash and cash equivalents, was $99.6

million as of June 30, 2026, compared to $185.3 million as of December 31, 2025. The decrease in Net Debt was primarily attributable to

higher cash and cash equivalents at June 30, 2026, reflecting strong accounts receivable collections and cash generation during the quarter

ended June 30, 2026.

A reconciliation of the applicable GAAP measures to Net Debt is presented in Table 4, “Reconciliation to Net Debt.”

About

National Energy Services Reunited Corp.

Founded

in 2017, NESR is one of the largest national oilfield services providers in the Middle East and North Africa. With

over 7,000 employees, representing more than 60 nationalities in 16 countries, the Company helps its customers unlock the full potential

of their reservoirs by providing Production Services such as Hydraulic Fracturing, Cementing, Coiled Tubing, Filtration, Completions,

Stimulation, Pumping and Nitrogen Services. The Company also helps its customers to access their reservoirs in a smarter and faster manner

by providing Drilling and Evaluation Services such as Drilling Downhole Tools, Directional Drilling, Fishing Tools, Testing Services,

Wireline, Slickline, Drilling Fluids and Rig Services.

Conference

Call

conference call is scheduled for 8:00 AM ET on August 10, 2026, to discuss the financial results. Investors, analysts and members of

the media are invited to participate by dialing in to the U.S. toll-free line at 1-877-407-0890 or the international line at 1-201-389-0918,

approximately 10 minutes prior to the start of the call.

live, listen-only earnings webcast will also be broadcast simultaneously under the “Investors” section of the Company’s

website at www.nesr.com. Following the end of the conference call, a replay will be available after the event under the “Investors”

section of the Company’s website.

Forward-Looking

Statements

This

communication contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this communication that are

not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,”

“should,” “could,” “project,” “estimate,” “predict,” “potential,”

“strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,”

“believe,” “continue,” “intend,” “expect,” “future,” and terms of similar

import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements

may contain one or more of these identifying terms. Forward-looking statements in this communication may include, without limitation,

the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures,

dividends, capital structure or other financial items, the Company’s future financial performance, expansion plans and opportunities,

completion and integration of acquisitions, and the assumptions underlying or relating to any such statement.

The

forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be

realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and

assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over.

Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements

as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements

or cause actual results to differ materially from expected or desired results may include, without limitation: changing commodity

prices, market volatility and other market trends affecting customer demand for our services, public health crises and other catastrophic

events, the level of capital spending by our customers, political, market, financial and regulatory risks, including those related to

the geographic concentration of our operations and customers, our operations, including maintenance, upgrades and refurbishment of our

assets, which may require significant capital expenditures that may or may not be available to us, operating hazards inherent in our

industry and the ability to secure sufficient indemnities and insurance, our ability to successfully integrate acquisitions, conditions

in the Middle East, including uncertainty and instability resulting from the conflict between the United States, Israel and Iran and

other regional hostilities, and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form

10-K, filed with the Securities and Exchange Commission (the “SEC”).

You

are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to

the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this communication to reflect

any new information or future events or circumstances or otherwise, except as required by law. You should read this communication in

conjunction with other documents which the Company may file or furnish from time to time with the SEC.

The

preliminary financial results for the Company as of and for the three-month and six-month periods ended June 30, 2026, included in this

press release, represent the most current information available to management. The Company’s actual results when disclosed in its

subsequent Quarterly Report on Form 10-Q may differ from these preliminary results as a result of the completion of the Company’s

financial statement closing procedures, final adjustments, completion of the independent registered public accounting firm’s audit

procedures, and other developments that may arise between now and the disclosure of the final results.

NATIONAL

ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS (UNAUDITED)

(In

US$ thousands, except share data)

June 30, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

$ 174,994

124,797

Accounts receivable, net

208,832

178,020

Unbilled revenue

173,327

121,186

Service inventories

126,378

94,834

Prepaid assets

21,713

13,237

Retention withholdings

41,368

33,125

Other receivables

55,226

54,511

Other current assets

13,534

10,664

Total current assets

815,372

630,374

Non-current assets

Property, plant and equipment, net

530,685

465,454

Intangible assets, net

38,047

47,086

Goodwill

645,095

Operating lease right-of-use assets

25,696

20,300

Other assets

42,295

43,210

Total assets

$ 2,097,190

$ 1,851,519

Liabilities and equity

Liabilities

Accounts payable and accrued expenses

603,187

421,064

Current installments of long-term debt

64,500

Short-term borrowings

50,415

54,250

Income taxes payable

37,042

25,092

Other taxes payable

16,069

12,351

Operating lease liabilities

1,415

2,948

Other current liabilities

29,029

24,715

Total current liabilities

801,657

604,920

Long-term debt

159,706

191,378

Deferred tax liabilities

660

1,691

Employee benefit liabilities

39,337

36,321

Non-current operating lease liabilities

23,026

18,447

Other liabilities

30,759

30,846

Total liabilities

1,055,145

883,603

Commitments and contingencies

Equity

Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at June 30, 2026, and December 31, 2025, respectively

Ordinary shares and additional paid-in capital, no par value; unlimited shares authorized; 100,851,754,

and 100,787,173 shares issued and outstanding at June 30, 2026, and December 31, 2025, respectively

909,130

902,845

Retained income

132,846

65,002

Accumulated other comprehensive income

Total equity

1,042,045

967,916

Total liabilities and equity

$ 2,097,190

$ 1,851,519

NATIONAL

ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS (UNAUDITED)

(In

US$ thousands, except share data and per share amounts)

For the three-month

period ended

For the six-month

period ended

Description

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenues

$ 520,752

$ 327,368

$ 925,338

$ 630,470

Cost of services

(439,460 )

(283,484 )

(792,215 )

(549,131 )

Gross profit

81,292

43,884

133,123

81,339

Selling, general and administrative expenses (excluding Amortization)

(12,018

)

(12,099 )

(23,121

)

(23,920 )

Amortization

(4,433 )

(4,694 )

(9,126 )

(9,387 )

Operating income

64,841

27,091

100,876

48,032

Interest expense, net

(7,038 )

(8,562 )

(13,581 )

(16,846 )

Other income, net

1,115

940

2,564

1,999

Income before income tax

58,918

19,469

89,859

33,185

Income tax expense

(14,901 )

(4,268 )

(22,015 )

(7,593 )

Net income

$ 44,017

$ 15,201

$ 67,844

$ 25,592

Weighted average shares outstanding:

Basic

100,850,601

96,428,791

100,827,148

96,284,786

Diluted

103,218,410

97,639,507

103,084,578

97,152,215

Earnings per share:

Basic

$ 0.44

$ 0.16

$ 0.67

$ 0.27

Diluted

$ 0.43

$ 0.16

$ 0.66

$ 0.26

NATIONAL

ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED)

(In

US$ thousands)

For the six-month period ended

Description

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Net income

$ 67,844

$ 25,592

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

69,885

71,912

Share-based compensation expense

5,172

3,578

(Gain) on disposal of assets

(2,360 )

(886 )

Non-cash interest expense

192

531

Deferred tax expense (benefit)

4,880

(431 )

Allowance for doubtful receivables and unbilled revenue

1,784

(782 )

Charges on obsolete service inventories

1,283

920

Impairments and other charges

1,492

Other operating activities, net

354

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

(32,046 )

(53,001 )

(Increase) decrease in unbilled revenue

(52,140 )

(2,901 )

(Increase) decrease in retention withholdings

(8,243 )

15,162

(Increase) decrease in inventories

(32,827 )

(3,040 )

(Increase) decrease in prepaid assets

(8,475 )

(6,815 )

(Increase) decrease in other current assets

(2,582 )

(5,102 )

(Increase) decrease in other long-term assets and liabilities

(1,581 )

2,764

Increase (decrease) in accounts payable and accrued expenses

181,504

64,509

Increase (decrease) in other current liabilities

12,397

5,115

Net cash provided by operating activities

204,758

118,971

Cash flows from investing activities:

Capital expenditures

(110,108 )

(59,867 )

IPM investments

Proceeds from disposal of assets

1,881

1,438

Other investing activities

(1,333 )

(4,000 )

Net cash used in investing activities

(109,560 )

(62,429 )

Cash flows from financing activities:

Proceeds from long-term debt

Repayments of long-term debt

(32,250 )

(35,073 )

Proceeds from short-term borrowings

42,242

53,464

Repayments of short-term borrowings

(46,086 )

(47,031 )

Payments on capital leases

(3,638 )

(1,427 )

Payments on seller-provided financing for capital expenditures

(3,820 )

(1,203 )

Other financing activities, net

(1,426 )

Net cash used in financing activities

(43,552 )

(32,696 )

Effect of exchange rate changes on cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

51,646

23,846

Cash and cash equivalents, beginning of period

132,696

107,956

Cash, cash equivalents, and restricted cash, end of

period

$ 184,342

$ 131,802

NATIONAL

ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In

US$ thousands except per share amounts)

The

Company uses and presents certain key non-GAAP financial measures to evaluate its business and trends, measure performance, prepare financial

projections and make strategic decisions. Included in this release are discussions of earnings before interest, income tax and depreciation

and amortization adjusted for certain non-recurring and non-core expenses (“Adjusted EBITDA”), net income and diluted earnings

per share (“EPS”) adjusted for certain non-recurring and non-core expenses (“Adjusted Net Income” and “Adjusted

Diluted EPS,” respectively), as well as a reconciliation of these non-GAAP measures to net income and diluted EPS, respectively,

in accordance with GAAP. The Company also discusses the non-GAAP balance sheet measure of the sum of our recorded current installments

of long-term debt, short-term borrowings, and long-term debt less cash and cash equivalents (“Net Debt”) in this release

and provides a reconciliation to the GAAP measures of cash and cash equivalents, current installments of long-term debt, short-term borrowings,

and long-term debt to Net Debt. The Company also discusses Free Cash Flow reconciled to Operating Cash Flow.

The

Company believes that the presentation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS provides useful information

to investors in assessing its financial performance and results of operations as the Company’s board of directors, management and

investors use Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS to compare the Company’s operating performance on

a consistent basis across periods by removing the effects of changes in capital structure (such as varying levels of interest expense),

asset base (such as depreciation and amortization), items that do not impact the ongoing operations (transaction, integration, and startup

costs) and items outside the control of its management team. Similarly, Net Debt is used by management as a liquidity measure used to

illustrate the Company’s debt level absent variability in cash and cash equivalents, and the Company believes that the presentation

of Net Debt provides useful information to investors in assessing its financial leverage. Adjusted EBITDA, Adjusted Net Income, and Adjusted

Diluted EPS should not be considered as an alternative to operating income, net income, or diluted EPS, respectively, the most directly

comparable GAAP financial measures. Net Debt also should not be considered as an alternative to GAAP measures of cash and cash equivalents,

current installments of long-term debt, short-term borrowings, and long-term debt. Finally, Free Cash Flow is used by management as a

liquidity measure to illustrate the Company’s ability to produce cash that is available to be distributed in a discretionary manner,

after excluding investments in capital assets. Free Cash Flow should not be considered as an alternative to Net cash provided by (used

in) operations or Net cash provided by (used in) investing activities, respectively, the most directly comparable GAAP financial measures.

Non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the

most directly comparable GAAP financial measure. You should not consider non-GAAP measures in isolation or as a substitute for an analysis

of the Company’s results as reported under GAAP.

Table

1 - Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS

Quarter ended

June 30, 2026

March 31, 2026

June 30, 2025

Net

Diluted

Net

Diluted

Net

Diluted

Income

EPS

Income

EPS

Income

EPS

Net Income

$ 44,017

$ 0.43

$ 23,827

$ 0.23

$ 15,201

$ 0.16

Add/(Subtract): Charges and Credits impacting Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS:

Costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation

123

884

0.01

Impairments

374

Current expected credit loss (releases) provisions

965

0.01

455

419

Litigation (releases) provisions

248

724

0.01

Restructuring projects

163

1,389

0.01

Loss of inventory in fire

Other write-offs (recoveries) and provisions (release of provisions)

109

2,108

0.02

1,139

0.01

Total Charges and Credits impacting Adjusted EBITDA (1)

1,452

0.01

2,906

0.03 (3)

4,929

0.05 (3)

Add/(Subtract): Charges and Credits impacting only Adjusted Net Income and Adjusted Diluted EPS:

Adjustments to uncertain tax positions and unrecognized tax benefits

Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS (2)

1,452

0.01

2,906

0.03

4,929

0.05

Total Adjusted Net Income and Adjusted Diluted EPS

$ 45,469

$ 0.44

$ 26,733

$ 0.26

$ 20,130

$ 0.21

(1)

the quarter ended June 30, 2026, Total Charges and Credits impacting Adjusted EBITDA included $0.1 million (as rounded) of

costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $1.0

million of current expected credit loss (releases) provisions, $0.1 million of litigation (releases) provisions, $0.2

million of restructuring projects, and $0.1 million of other write-offs (recoveries) and provisions (release of provisions). In the quarter ended March 31, 2026, Total Charges and Credits impacting Adjusted

EBITDA included $0.0 million (as rounded) of costs associated with the restatement of our 2018-2020 financial statements, including

the SEC inquiry and remediation, $0.5 million of current expected credit loss (releases) provisions, $0.2 million of litigation (releases)

provisions, $0.1 million of restructuring projects, and $2.1 million of other write-offs (recoveries) and provisions (release of

provisions) primarily related to foreign currency transaction remeasurement losses partially offset by a favorable adjustment to

the Company’s lease accounting provisions. In the quarter ended June 30, 2025, Total Charges and Credits included $0.9 million

of costs associated with the restatement of our 2018-2020 financial statements, including the SEC inquiry and remediation, $0.4 million

of impairments, $0.4 million of current expected credit loss (releases) provisions, $0.7 million of litigation (releases) provisions,

$1.4 million of restructuring projects, and $1.1 million of other write-offs (recoveries) and provisions (release of provisions).

(2)

Total

Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS for the quarter ended June 30, 2026, was $1.5 million

inclusive of Total Charges and Credits impacting Adjusted EBITDA of $1.5 million. Total Charges and Credits impacting Adjusted

Net Income and Adjusted Diluted EPS for the quarter ended March 31, 2026, was $2.9 million inclusive of Total Charges and

Credits impacting Adjusted EBITDA of $2.9 million. Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted

EPS for the quarter ended June 30, 2025, were $4.9 million, inclusive of $4.9 million of Charges and Credits impacting Adjusted EBITDA.

(3)

Does

not foot due to rounding.

Table

2 - Reconciliation of Net Income to Adjusted EBITDA

Quarter ended

June 30, 2026

Quarter ended

March 31, 2026

Quarter ended

June 30, 2025

Net Income

$ 44,017

$ 23,827

$ 15,201

Add:

Income Taxes

14,901

7,114

4,268

Interest Expense, net

7,038

6,543

8,562

Depreciation and Amortization

38,776

36,281

37,599

Total Charges and Credits impacting Adjusted EBITDA (3)

1,452

2,906

4,929

Total Adjusted EBITDA

$ 106,184

$ 76,671

$ 70,559

(3)

Total

Charges and Credits impacting Adjusted EBITDA are described in Table 1 above. Total Charges and Credits impacting Adjusted EBITDA

exclude items related to interest, income tax and depreciation and amortization.

Table

3 - Reconciliation of Net cash provided by operating activities to Free cash flow

3 months

ended

June 30, 2026

3 months

ended

March 31, 2026

12 months

ended

December 31, 2025

3 months

ended

December 31, 2025

3 months

ended

September 30, 2025

3 months

ended

June 30, 2025

3 months

ended

March 31,

2025

Net cash provided by operating activities

$ 174,013

$ 30,745

$ 264,242

$ 138,590

6,681

98,486

20,485

Less:

Capital expenditures

(74,104 )

(36,004 )

(143,454 )

(42,834 )

(40,753 )

(29,743 )

(30,124 )

Free cash flow

$ 99,909

$ (5,259 )

$ 120,788

$ 95,756

$ (34,072 )

$ 68,743

$ (9,639 )

Table

4 - Reconciliation to Net Debt

As of

June 30, 2026

As of

December 31, 2025

As of

June 30, 2025

Current installments of long-term debt

$ 64,500

$ 65,912

Short-term borrowings

50,415

54,250

65,997

Long-term debt

159,706

191,378

222,916

Less:

Cash and cash equivalents

(174,994 )

(124,797 )

(131,802 )

Net Debt

$ 99,627

$ 185,331

$ 223,023

For

inquiries regarding NESR, please contact:

Blake

Gendron or Stefan Angeli

National

Energy Services Reunited Corp.

832-925-3777

investors@nesr.com

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