Form 8-K

8-K — Civeo Corp

Accession: 0001590584-26-000066

Filed: 2026-07-02

Period: 2026-07-01

CIK: 0001590584

SIC: 7000 (HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cveo-20260701.htm (Primary)

EX-99.1 (civeo-suncorcontractrenewa.htm)

EX-99.2 (civeo-pricingpressreleasel.htm)

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8-K

8-K (Primary)

Filename: cveo-20260701.htm · Sequence: 1

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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)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 1, 2026

____________________

Civeo Corporation

(Exact name of registrant as specified in its charter)

British Columbia, Canada 1-36246 98-1253716

(State or other jurisdiction

of incorporation or organization)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

Three Allen Center

333 Clay Street, Suite 4400

Houston, Texas 77002

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (713) 510-2400

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

Common Shares, no par value

CVEO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01. Regulation FD Disclosure.

On July 1, 2026, Civeo Corporation (“Civeo”) issued a press release announcing a contract renewal in Western Canada to continue providing workforce accommodations and hospitality services. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by Civeo under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On July 1, 2026, Civeo issued a press release announcing the pricing of an offering of $100,000,000 aggregate principal amount of its 4.50% Convertible Senior Notes due 2031 in a private transaction that is exempt from the registration requirements of the Securities Act. A copy of the press release is attached hereto as Exhibit 99.2 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed with this report.

Exhibit Number Description

99.1

Press Release dated July 1, 2026

99.2

Press Release dated July 1, 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 hereunto duly authorized.

Dated: July 2, 2026

CIVEO CORPORATION

By: /s/ E. Collin Gerry ,

Name: E. Collin Gerry

Title: Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: civeo-suncorcontractrenewa.htm · Sequence: 2

Document

Civeo Awarded Six-Year Western Canada Contract Renewal

HOUSTON & CALGARY, Alberta July 1, 2026 (BUSINESS WIRE) -- Civeo Corporation (NYSE: CVEO) today announced that one of its Western Canadian based joint ventures has been awarded a six-year contract renewal in Western Canada to continue providing workforce accommodations and hospitality services.

The new agreement extends through June 30, 2032, superseding existing arrangements that were scheduled to expire in 2027.

Under the renewed agreement, the joint venture will provide safe, reliable and scalable workforce accommodation services across Civeo’s network of lodges in Western Canada.

“We are appreciative of the continued trust our customer places in Civeo and our joint venture partnership to help ensure their employees and contractors are safe, productive and connected to their families while working away from home,” said Andy S. Fraser, President, Civeo Canada. “This contract renewal reflects the strength of our long-standing customer relationships, the quality and reliability of our Canadian operations, and our ability to provide flexible, cost-effective workforce accommodation services at scale.”

Mr. Fraser added, “We continue to see increasing demand for workforce accommodation capacity across North America, driven by growth in LNG development, oil sands expansion activity, infrastructure investment, power generation, mining and data center construction. As customers advance large-scale, multi-year projects, we are seeing greater emphasis on securing room capacity well in advance of project execution. This renewal further demonstrates the strategic value of Civeo’s existing asset base and our ability to support customers with large, long-duration workforce requirements in an increasingly capacity-constrained environment.”

About Civeo

Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Australian natural resource regions and the Canadian oil sands. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently owns and operates a total of 26 lodges and villages in Australia and North America with an aggregate of approximately 26,500 rooms. In addition, Civeo operates and provides hospitality services at 21 customer-owned locations with more than 18,000 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange. For more information, please visit Civeo's website at www.civeo.com

Forward Looking Statements

This release contains forward-looking statements within the meaning 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 herein, including statements regarding the contract renewal, expected revenues, contract term, expected benefits of the agreement and Indigenous partnership benefits, are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the accommodations industry, risks associated with the level of supply and demand for oil, coal, iron ore and other minerals, including the level of activity, spending and developments in the Canadian oil sands, the level of demand for coal and other natural resources from, and investments and opportunities in, Australia, and fluctuations or sharp declines in the current and future prices of coal, iron ore, oil, natural gas and other minerals, risks associated with failure by our customers to reach positive final investment decisions on, or otherwise not complete, projects with respect to which we have been awarded contracts, which may cause those customers to terminate or postpone contracts, risks associated with currency exchange rates, risks associated with inflation and volatility in the banking sector, risks associated with the company’s ability to integrate any future acquisitions, risks associated with labor shortages, risks associated with the development of new projects, including whether such projects will continue in the future, risks associated with the trading price of the company’s common shares, availability and cost of capital, risks associated with general global economic conditions, geopolitical events, inflation, global weather conditions, natural disasters, including wildfires, global health concerns, and security threats and changes to government and environmental regulations, including climate change, and other factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Civeo’s most recent annual report on Form 10-K and other reports the company may file from time to time with the U.S. Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this release. Except as required by law, Civeo expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

Regan Nielsen

Civeo Corporation

Vice President, Corporate Development & Investor Relations

713-510-2400

EX-99.2

Filename: civeo-pricingpressreleasel.htm · Sequence: 3

Document

Civeo Corporation Prices $100.0 Million Convertible Senior Notes Offering

Houston—(BUSINESS WIRE)—July 1, 2026—Civeo Corporation (“Civeo”) (NYSE: CVEO) today announced the pricing of its offering of $100.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on July 7, 2026, subject to customary closing conditions. Civeo also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $15.0 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Civeo and will accrue interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The notes will mature on August 1, 2031, unless earlier repurchased, redeemed or converted. Before May 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after May 1, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Civeo will settle conversions by paying or delivering, as applicable, cash, Civeo’s common shares or a combination of cash and Civeo’s common shares, at Civeo’s election. The initial conversion rate is 24.6840 common shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $40.51 per common share. The initial conversion price represents a premium of approximately 20.0% over the last reported sale price of $33.76 per common share on July 1, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Civeo’s option at any time, and from time to time, on or after August 1, 2029 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole and not in part, at Civeo’s option if (i) certain changes in tax law occur; or (ii) the principal amount of the notes outstanding is less than 10% of the aggregate principal amount of notes initially issued, in each case, subject to certain conditions. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, Civeo will offer to repurchase the notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

- 1 -

Civeo estimates that the net proceeds from the offering will be approximately $96.2 million (or approximately $110.8 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Civeo’s estimated offering expenses. Civeo expects to use approximately $22.3 million of the net proceeds from the offering to repurchase 660,297 of its common shares concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Civeo’s agent. Civeo intends to use the remainder of the net proceeds from the offering to repay outstanding borrowings under its amended and restated syndicated facility agreement.

As described above, Civeo intends to use a portion of the net proceeds of the offering to repurchase its common shares concurrently with the pricing of the offering in privately negotiated transactions. These repurchases, and any other repurchases of Civeo’s common shares, may increase, or reduce the size of a decrease in, the trading price of Civeo’s common shares, and repurchases executed concurrently with the pricing of the offering may have affected the initial terms of the notes, including the initial conversion price.

The offer and sale of the notes and any common shares issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such common shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any common shares issuable upon conversion of the notes, nor will there be any sale of the notes or any such common shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Civeo

Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Australian natural resource regions and the Canadian oil sands. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently owns and operates a total of 26 lodges and villages in Australia and North America with an aggregate of approximately 26,500 rooms. In addition, Civeo operates and provides hospitality services at 21 customer-owned locations with approximately 18,000 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements herein, including the statements

- 2 -

regarding the completion of the offering and the expected amount and intended use of the net proceeds, are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things, market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Civeo’s business, including those described in periodic reports that Civeo files from time to time with the U.S. Securities and Exchange Commission. Civeo may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. Each forward-looking statement contained herein speaks only as of the date of this release. Except as required by law, Civeo expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Regan Nielsen

Civeo Corporation

Vice President, Corporate Development & Investor Relations

713-510-2400

- 3 -

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