Oil States Announces Fourth Quarter 2025 Results

HOUSTON--( BUSINESS WIRE)--Oil States International, Inc. (NYSE: OIS):

Three Months Ended

% Change

(Unaudited, In Thousands, Except Per Share Amounts)

December 31,

2025

September 30,

2025

December 31,

2024

Sequential

Year-over-Year

Consolidated results:

Revenues

178,464

165,180

164,595

Operating income (loss) (2)

(113,635

)

4,748

18,484

n.m.

Adjusted operating income, excluding charges and credits (1)

10,973

8,308

6,297

Net income (loss)

(117,246

)

1,900

15,164

n.m.

Adjusted net income, excluding charges and credits (1)

7,549

4,717

5,537

Adjusted EBITDA (1)

22,771

20,804

18,734

Revenues by segment:

Offshore Manufactured Products

123,284

108,627

107,253

Completion and Production Services

23,080

27,525

30,090

(16

(23

Downhole Technologies

32,100

29,028

27,252

Revenues by destination:

Offshore and international

136,526

123,356

118,187

U.S. land

41,938

41,824

46,408

—

(10

Operating income (loss) by segment (2):

Offshore Manufactured Products

20,296

17,603

21,009

Completion and Production Services

(2,313

)

948

(4,004

)

n.m.

Downhole Technologies

(113,544

)

(4,667

)

(4,031

)

n.m.

Corporate

(18,074

)

(9,136

)

5,510

(98

n.m.

Adjusted Segment EBITDA (1):

Offshore Manufactured Products

25,043

22,275

24,748

Completion and Production Services

7,354

7,953

3,545

107

Downhole Technologies

1,273

(689

)

131

n.m.

Corporate

(10,899

)

(8,735

)

(9,690

)

(25

(12

___________________

(1)

These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as further clarification and explanation.

(2)

Operating income (loss) for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024 included asset impairment and restructuring charges totaling $124.6 million, $3.6 million and $3.1 million, respectively. Fourth quarter 2024 results also included a gain of $15.3 million associated with the sale of an idle facility. See “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information.

Oil States International, Inc. reported net loss of $117.2 million, or $2.04 per share, and Adjusted EBITDA of $22.8 million for the fourth quarter of 2025 on revenues of $178.5 million. Fourth quarter 2025 net loss included charges of $124.9 million ($124.8 million after-tax or $2.17 per share) primarily associated with asset impairments and the continued restructuring of certain U.S. land-based operations and facilities. These results compare to revenues of $165.2 million, net income of $1.9 million, or $0.03 per share, and Adjusted EBITDA of $20.8 million reported in the third quarter of 2025, which included charges of $3.6 million ($2.8 million after-tax or $0.05 per share) associated primarily with U.S. land-based restructurings.

Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:

“Our team achieved another strong quarter, reporting Adjusted EBITDA that exceeded our guidance and quarterly cash flows from operations at historically high levels. During the quarter, we used our strong cash position to retire $50 million of our convertible notes outstanding. We also secured strong bookings in the quarter driving meaningful backlog growth. We are essentially complete with our U.S. land restructuring initiatives and are poised for long-term growth, technology differentiation and meaningful stockholder returns.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $123.3 million, operating income of $20.3 million and Adjusted Segment EBITDA of $25.0 million in the fourth quarter of 2025, compared to revenues of $108.6 million, operating income of $17.6 million and Adjusted Segment EBITDA of $22.3 million reported in the third quarter of 2025. Adjusted Segment EBITDA margin was 20% in the fourth quarter of 2025, compared to 21% in the third quarter of 2025.

Backlog totaled $435 million as of December 31, 2025, its highest level since March 2015. Fourth quarter bookings totaled $160 million, yielding a quarterly and full-year book-to-bill ratio of 1.3x. Fourth quarter segment bookings were augmented by additional long-term, military product contract awards.

Completion and Production Services

Our Completion and Production Services segment reported revenues of $23.1 million, operating loss of $2.3 million and Adjusted Segment EBITDA of $7.4 million in the fourth quarter of 2025, compared to revenues of $27.5 million, operating income of $0.9 million and Adjusted Segment EBITDA of $8.0 million reported in the third quarter of 2025. Adjusted Segment EBITDA margin was 32% in the fourth quarter of 2025, compared to 29% in the third quarter of 2025.

In 2024, the segment began implementing actions in its U.S. land-based businesses to exit certain commoditized offerings and reduce future costs, which continued through 2025. These management actions included: the exit of certain U.S. land-driven service and support locations; the exit of certain service offerings; and reductions in the segment’s workforce. During the fourth and third quarters of 2025, the segment recorded U.S. facility exit, severance and other charges totaling $5.0 million and $2.7 million, respectively. As a result of these restructuring actions implemented in 2025, the segment’s Adjusted EBITDA margin expanded from 12% in the fourth quarter of 2024 to 32% in the fourth quarter of 2025.

Downhole Technologies

Downhole Technologies reported revenues of $32.1 million, an operating loss of $113.5 million and Adjusted Segment EBITDA of $1.3 million in the fourth quarter of 2025, compared to revenues of $29.0 million, an operating loss of $4.7 million and Adjusted Segment EBITDA loss of $0.7 million in the third quarter of 2025.

During the fourth quarter of 2025, the Downhole Technologies segment recorded non-cash long-lived asset and inventory impairment charges totaling $111.8 million.

Corporate

Corporate operating expenses in the fourth quarter of 2025 totaled $18.1 million.

In the fourth quarter of 2025, impairment charges of $7.1 million were recognized related to assets held for sale.

Interest Expense, Net

Net interest expense totaled $0.8 million in the fourth quarter of 2025, which included $0.3 million of non-cash amortization of deferred debt issuance costs.

Income Taxes

During the fourth quarter of 2025, the Company recognized income tax expense of $3.0 million on a pre-tax loss of $114.3 million. The income tax benefit of approximately $26 million associated with the $124.9 million of asset impairment, restructuring and other charges recognized in the quarter was substantially offset by the impact of valuation allowances recorded on the deferred tax assets generated by these expenses.

Cash Flows

During the fourth quarter of 2025, the Company generated $50.1 million of cash flows from operations and $53.6 million of free cash flows (a non-GAAP measure – see Note (E)), which was used to retire $50.0 million principal amount of its 4.75% convertible senior notes (the “Convertible Notes”). Fiscal 2025 stock repurchases totaled $16.6 million, or 5% of shares outstanding as of December 31, 2024.

Financial Condition

Cash on-hand totaled $69.9 million at December 31, 2025, exceeding outstanding debt by $14.9 million. No borrowings were outstanding under the Company’s asset-based revolving credit agreement (the “ABL Agreement”) at December 31, 2025.

On January 28, 2026, the Company entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for aggregate lender commitments of up to: $75.0 million under revolving credit facility and $50.0 million under a multi-draw term loan facility, which is available through July 28, 2026. The Cash Flow Credit Agreement replaced the ABL Agreement and matures in January 2030.

As of February 19, 2026, the Company had no borrowings outstanding under the Cash Flow Credit Agreement and $12.1 million of outstanding letters of credit, leaving $112.9 million available to be drawn.

2025 Technology Highlights

Managed Pressure Drilling and Riser Gas Handling System

During 2025, the Company was awarded multiple new contracts for deepwater Managed Pressure Drilling and Riser Gas Handling (“MPD” and “RGH”) Systems, which integrates managed pressure drilling and riser gas handling into a deepwater drilling riser. The equipment is designed to reduce non-productive time, promote faster connections and lower the total cost of ownership. The MPD and RGH System's innovative design features retrievable annular packers to reduce maintenance and non-productive time while its smaller size can reduce the rig footprint by up to 40 percent.

Low Impact Workover Package

Oil States successfully deployed its first Low Impact Workover Package™ (“LIWP”) in 2025. The LIWP is engineered and manufactured to safely and efficiently plug and abandon subsea wells while minimizing wellhead loads. The tether-free, lightweight system features a uniquely positioned Oil States’ FlexJoint™ connector within the lower riser package, providing a 30% to 40% reduction in wellhead loading compared to conventional, tethered intervention systems. The LIWP’s innovative design also allows for a 15-degree arc angle emergency disconnect – enabling direct pull and separation of the emergency disconnect package during vessel drift-off scenarios.

With a diameter of less than 50 inches, the LIWP deploys through the rotary table and incorporates an interchangeable interface that fits most horizontal and vertical subsea christmas trees. The engineered system is delivered pre-assembled and tested as a single unit, reducing the need for time- and cost-intensive moonpool assembly or subsea tethering operations.

Merlin™ Deepsea Mineral Riser System

Oil States is uniquely positioned to support the cultivation of a stable supply of rare earth minerals that are required to diversify and expand the world’s energy sources. For example, a Merlin Deepsea Mineral Riser System was recently deployed to a record water depth of 5,600 meters (approximately 3.5 miles) to harvest critical seabed minerals such as cobalt, manganese, nickel and other rare earth elements which are key components in the manufacture of batteries used in electric vehicles, solar cells, wind turbines, computers and smartphones. This proprietary mineral riser system leverages Oil States’ more than 40 years of experience as a leader in the design and manufacture of advanced connection systems for deepwater offshore applications to meet the new demands of deepsea mineral harvesting at water depths up to 6,000 meters.

Conference Call Information

The call is scheduled for February 20, 2026 at 9:00 a.m. Central Standard Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (800) 715-9871 in the United States or by dialing +1 (646) 307-1963 internationally and using the passcode 6921148. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.

About Oil States

Oil States International, Inc. is a global provider of manufactured products and services to customers in the energy, military and industrial sectors. The Company’s manufactured products include highly engineered capital equipment and consumable products. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange and NYSE Texas under the symbol “OIS”.

For more information on the Company, please visit Oil States International’s website at www.oilstatesintl.com.

Cautionary Language Concerning Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the impact of changes in tariffs and duties on imported materials and exported finished goods, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations (together with OPEC, “OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the subsequently filed Quarterly Reports on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

(Unaudited)

Revenues:

Products

122,012

106,492

98,859

436,397

402,565

Services

56,452

58,688

65,736

232,591

290,023

178,464

165,180

164,595

668,988

692,588

Costs and expenses:

Product costs (1)

117,571

85,561

77,821

367,397

314,628

Service costs

41,500

43,085

47,807

168,337

221,573

Cost of revenues (exclusive of depreciation and amortization expense presented below) (1)

159,071

128,646

125,628

535,734

536,201

Selling, general and administrative expense

24,158

20,756

23,386

90,425

95,009

Depreciation and amortization expense

11,388

12,128

12,180

47,439

54,708

Long-lived and other asset impairments

98,963

—

1,188

100,321

24,554

Other operating income, net

(1,481

)

(1,098

)

(16,271

)

(6,960

)

(16,195

)

292,099

160,432

146,111

766,959

694,277

Operating income (loss)

(113,635

)

4,748

18,484

(97,971

)

(1,689

)

Interest expense, net

(809

)

(1,773

)

(1,745

)

(5,852

)

(7,731

)

Other income, net

155

362

257

1,291

1,568

Income (loss) before income taxes

(114,289

)

3,337

16,996

(102,532

)

(7,852

)

Income tax provision (2)

(2,957

)

(1,437

)

(1,832

)

(6,845

)

(3,406

)

Net income (loss)

(117,246

)

1,900

15,164

(109,377

)

(11,258

)

Net income (loss) per share:

Basic

(2.04

)

0.03

0.24

(1.86

)

(0.18

)

Diluted

(2.04

)

0.03

0.24

(1.86

)

(0.18

)

Weighted average number of common shares outstanding:

Basic

57,520

57,946

60,947

58,697

62,004

Diluted

57,520

58,016

61,392

58,697

62,004

________________

(1)

Cost of revenues (exclusive of depreciation and amortization expense) for the three months and year ended December 31, 2025 included a non-cash inventory impairment charge of $20.8 million (in product costs).

(2)

Income tax provision for the three months and year ended December 31, 2025 included a benefit of approximately $26 million associated with the $124.9 million of asset impairment, restructuring and other charges recognized in the fourth quarter of 2025, which was substantially offset by the impact of valuation allowances recorded on the deferred tax assets generated by these expenses.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)

December 31, 2025

December 31, 2024

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

69,914

65,363

Accounts receivable, net

202,445

194,336

Inventories, net

183,409

214,836

Assets held for sale

17,350

6,492

Prepaid expenses and other current assets

22,173

17,199

Total current assets

495,291

498,226

Property, plant, and equipment, net

244,382

266,871

Operating lease assets, net

12,731

19,537

Goodwill, net

70,524

69,709

Other intangible assets, net

31,455

125,862

Other noncurrent assets

29,048

24,903

Total assets

883,431

1,005,108

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

53,370

633

Accounts payable

68,090

57,708

Accrued liabilities

38,480

36,861

Current operating lease liabilities

7,286

7,284

Income taxes payable

1,759

2,818

Deferred revenue

97,195

52,399

Total current liabilities

266,180

157,703

Long-term debt

1,670

124,654

Long-term operating lease liabilities

12,654

17,989

Deferred income taxes

5,765

5,350

Other noncurrent liabilities

23,971

18,758

Total liabilities

310,240

324,454

Stockholders’ equity:

Common stock

805

786

Additional paid-in capital

1,145,642

1,137,949

Retained earnings

164,283

273,660

Accumulated other comprehensive loss

(66,264

)

(79,532

)

Treasury stock

(671,275

)

(652,209

)

Total stockholders’ equity

573,191

680,654

Total liabilities and stockholders’ equity

883,431

1,005,108

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

Year Ended December 31,

2025

2024

(Unaudited)

Cash flows from operating activities:

Net loss

(109,377

)

(11,258

)

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

Depreciation and amortization expense

47,439

54,708

Impairments of long-lived assets, goodwill and assets held for sale

100,321

24,554

Impairment of inventories

20,798

—

Stock-based compensation expense

7,712

8,723

Amortization of deferred financing costs

1,515

1,497

Deferred income tax provision (benefit)

585

(2,356

)

Gains on disposals of assets

(7,701

)

(18,333

)

Net gains on extinguishment of 4.75% convertible senior notes

(120

)

(515

)

Other, net

(2,360

)

(452

)

Changes in operating assets and liabilities:

Accounts receivable

(4,140

)

5,191

Inventories

3,184

(14,704

)

Accounts payable and accrued liabilities

5,877

(19,382

)

Deferred revenue

44,796

15,642

Other operating assets and liabilities, net

(3,406

)

2,579

Net cash flows provided by operating activities

105,123

45,894

Cash flows from investing activities:

Capital expenditures

(31,191

)

(37,508

)

Proceeds from disposition of property and equipment

11,836

5,594

Proceeds from disposition of assets held for sale

8,409

35,070

Other, net

(108

)

(454

)

Net cash flows provided by (used in) investing activities

(11,054

)

2,702

Cash flows from financing activities:

Revolving credit facility borrowings

564

22,739

Revolving credit facility repayments

(564

)

(22,739

)

Purchases of 4.75% convertible senior notes

(70,440

)

(10,846

)

Other debt and finance lease repayments, net

(461

)

(652

)

Payment of financing costs

(188

)

(1,178

)

Purchases of treasury stock

(16,608

)

(14,212

)

Shares added to treasury stock as a result of net share settlements

due to vesting of stock awards

(2,458

)

(2,596

)

Net cash flows used in financing activities

(90,155

)

(29,484

)

Effect of exchange rate changes on cash and cash equivalents

637

(860

)

Net change in cash and cash equivalents

4,551

18,252

Cash and cash equivalents, beginning of period

65,363

47,111

Cash and cash equivalents, end of period

69,914

65,363

Cash paid for:

Interest

7,153

7,439

Income taxes, net

7,087

3,847

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Revenues:

Offshore Manufactured Products

Project-driven:

Products

79,782

67,729

61,814

275,288

232,867

Services

32,848

30,172

34,895

115,351

123,906

112,630

97,901

96,709

390,639

356,773

Military and other products

10,654

10,726

10,544

40,454

41,127

Total Offshore Manufactured Products

123,284

108,627

107,253

431,093

397,900

Completion and Production Services

23,080

27,525

30,090

114,548

163,902

Downhole Technologies

32,100

29,028

27,252

123,347

130,786

Total revenues

178,464

165,180

164,595

668,988

692,588

Operating income (loss):

Offshore Manufactured Products

20,296

17,603

21,009

69,164

65,279

Completion and Production Services

(2,313

)

948

(4,004

)

4,015

(23,225

)

Downhole Technologies

(113,544

)

(4,667

)

(4,031

)

(124,327

)

(20,904

)

Corporate

(18,074

)

(9,136

)

5,510

(46,823

)

(22,839

)

Total operating income (loss)

(113,635

)

4,748

18,484

(97,971

)

(1,689

)

Adjusted operating income (loss) (1):

Offshore Manufactured Products

21,056

18,178

21,009

70,772

68,643

Completion and Production Services

2,678

3,635

(875

)

14,802

1,037

Downhole Technologies

(1,762

)

(4,667

)

(4,031

)

(11,338

)

(10,294

)

Corporate

(10,999

)

(8,838

)

(9,806

)

(39,450

)

(38,121

)

Total adjusted operating income (loss)

10,973

8,308

6,297

34,786

21,265

________________

(1)

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED OPERATING INCOME, EXCLUDING CHARGES AND CREDITS (A)

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Operating (loss) income

(113,635

)

4,748

18,484

(97,971

)

(1,689

)

Impairments of:

Goodwill

—

10,000

Intangible assets

80,248

—

80,248

10,787

Fixed and lease assets

11,640

—

1,188

12,998

3,767

Assets held for sale

7,075

—

7,075

—

Inventories

20,798

—

20,798

—

Facility consolidation/closure and other charges

4,847

3,560

1,941

11,638

13,716

Gain on disposal of property held for sale

—

(15,316

)

—

(15,316

)

Adjusted operating income

10,973

8,308

6,297

34,786

21,265

________________

(A)

Adjusted operating income, excluding charges and credits consists of operating income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property. Adjusted operating income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) as prepared in accordance with GAAP. The Company has included adjusted operating income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted operating income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED SEGMENT OPERATING INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (B)

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Offshore Manufactured Products:

Operating income

20,296

17,603

21,009

69,164

65,279

Facility consolidation/closure and other charges

760

575

—

1,608

3,364

Adjusted segment operating income

21,056

18,178

21,009

70,772

68,643

Completion and Production Services:

Operating income (loss)

(2,313

)

948

(4,004

)

4,015

(23,225

)

Impairments of:

Intangible assets

—

10,787

Fixed and lease assets

904

—

1,188

1,307

3,280

Facility consolidation/closure and other charges

4,087

2,687

1,941

9,480

10,195

Adjusted segment operating income (loss)

2,678

3,635

(875

)

14,802

1,037

Downhole Technologies:

Operating loss

(113,544

)

(4,667

)

(4,031

)

(124,327

)

(20,904

)

Impairments of:

Goodwill

—

10,000

Intangible assets

80,248

—

80,248

—

Fixed and lease assets

10,736

—

11,691

487

Inventories

20,798

—

20,798

—

Facility consolidation/closure and other charges

—

252

123

Adjusted segment operating loss

(1,762

)

(4,667

)

(4,031

)

(11,338

)

(10,294

)

Corporate:

Operating income (loss)

(18,074

)

(9,136

)

5,510

(46,823

)

(22,839

)

Impairment of assets held for sale

7,075

—

7,075

—

Other charges

—

298

—

298

Gain on disposal of property held for sale

—

(15,316

)

—

(15,316

)

Adjusted segment operating loss

(10,999

)

(8,838

)

(9,806

)

(39,450

)

(38,121

)

________________

(B)

Adjusted segment operating income (loss), excluding charges and credits consists of operating income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property. Adjusted segment operating income (loss), excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for segment operating income (loss) as prepared in accordance with GAAP. The Company has included adjusted segment operating income (loss), excluding charges and credits as a supplemental disclosure because its management believes that adjusted segment operating income (loss), excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED EBITDA (C)

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Net income (loss)

(117,246

)

1,900

15,164

(109,377

)

(11,258

)

Interest expense, net

809

1,773

1,745

5,852

7,731

Income tax provision

2,957

1,437

1,832

6,845

3,406

Depreciation and amortization expense

11,388

12,128

12,180

47,439

54,708

Impairments of:

Goodwill

—

10,000

Intangible assets

80,248

—

80,248

10,787

Fixed and lease assets

11,640

—

1,188

12,998

3,767

Assets held for sale

7,075

—

7,075

—

Inventories

20,798

—

20,798

—

Facility consolidation/closure and other charges

4,847

3,560

1,941

11,638

13,716

Gain on disposal of property held for sale

—

(15,316

)

—

(15,316

)

Losses (gains) on extinguishment of 4.75% convertible senior notes

255

—

(120

)

(515

)

Adjusted EBITDA

22,771

20,804

18,734

83,396

77,026

________________

(C)

The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property and losses (gains) on extinguishment of Convertible Notes. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED SEGMENT EBITDA (D)

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Offshore Manufactured Products:

Operating income

20,296

17,603

21,009

69,164

65,279

Other income, net

139

105

367

134

Depreciation and amortization expense

3,941

3,958

3,634

15,210

15,205

Facility consolidation/closure and other charges

760

575

—

1,608

3,364

Adjusted Segment EBITDA

25,043

22,275

24,748

86,349

83,982

Completion and Production Services:

Operating income (loss)

(2,313

)

948

(4,004

)

4,015

(23,225

)

Other income, net

364

229

152

804

919

Depreciation and amortization expense

4,312

4,089

4,268

16,756

22,143

Impairments of:

Intangible assets

—

10,787

Fixed and lease assets

904

—

1,188

1,307

3,280

Facility consolidation/closure and other charges

4,087

2,687

1,941

9,480

10,195

Adjusted Segment EBITDA

7,354

7,953

3,545

32,362

24,099

Downhole Technologies:

Operating loss

(113,544

)

(4,667

)

(4,031

)

(124,327

)

(20,904

)

Depreciation and amortization expense

3,035

3,978

4,162

15,047

16,808

Impairments of:

Goodwill

—

10,000

Intangible assets

80,248

—

80,248

—

Fixed and lease assets

10,736

—

11,691

487

Inventories

20,798

—

20,798

—

Facility consolidation/closure and other charges

—

252

123

Adjusted Segment EBITDA

1,273

(689

)

131

3,709

6,514

Corporate:

Operating income (loss)

(18,074

)

(9,136

)

5,510

(46,823

)

(22,839

)

Other income (expense), net

(255

)

—

120

515

Depreciation and amortization expense

100

103

116

426

552

Impairment of assets held for sale

7,075

—

7,075

—

Other charges

—

298

—

298

Gain on disposal of property held for sale

—

(15,316

)

—

(15,316

)

Losses (gains) on extinguishment of 4.75% convertible senior notes

255

—

(120

)

(515

)

Adjusted Segment EBITDA

(10,899

)

(8,735

)

(9,690

)

(39,024

)

(37,569

)

________________

(D)

The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property and losses (gains) on extinguishment of Convertible Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED NET INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (E) AND

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

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Net income (loss)

(117,246

)

1,900

15,164

(109,377

)

(11,258

)

Impairment of:

Goodwill

—

10,000

Intangible assets

80,248

—

80,248

10,787

Fixed and lease assets

11,640

—

1,188

12,998

3,767

Assets held for sale

7,075

—

7,075

—

Inventories

20,798

—

20,798

—

Facility consolidation/closure and other charges

4,847

3,560

1,941

11,638

13,716

Gain on disposal of property held for sale

—

(15,316

)

—

(15,316

)

Losses (gains) on extinguishment of 4.75% convertible senior notes

255

—

(120

)

(515

)

Total adjustments, before taxes

124,863

3,566

(12,187

)

132,637

22,439

Income tax provision (benefit) impact of adjustments, net

(68

)

(749

)

2,560

(1,701

)

(430

)

Total adjustments, net of taxes

124,795

2,817

(9,627

)

130,936

22,009

Adjusted net income, excluding charges and credits

7,549

4,717

5,537

21,559

10,751

Weighted average number of diluted common shares outstanding

57,520

58,016

61,392

58,697

62,376

Adjusted diluted net income per share, excluding charges and credits

0.13

0.08

0.09

0.37

0.17

________________

(E)

Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of assets and facility consolidation/closure and other charges, less a gain on the sale of an idle property, losses (gains) on extinguishment of Convertible Notes and the impact of these adjustments on income tax provision (benefit). Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

(F)

Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

FREE CASH FLOW (G)

(In Thousands)

(Unaudited)

Three Months Ended

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Net cash flows provided by (used in) operating activities

50,148

30,685

18,210

105,123

45,894

Less: Capital expenditures

(3,005

)

(8,706

)

(14,199

)

(31,191

)

(37,508

)

Plus: Proceeds from disposition of property and equipment

6,420

1,199

462

11,836

5,594

Proceeds from disposition of assets held for sale

—

24,791

8,409

35,070

Free cash flow

53,563

23,178

29,264

94,177

49,050

________________

(G)

The term free cash flow consists of net cash flows provided by operating activities less capital expenditures plus proceeds from the disposition of property and equipment and assets held for sale. Free cash flow is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with GAAP. The table above sets forth reconciliations of free cash flow to net cash flows provided by operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.