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Form 8-K

sec.gov

8-K — National Energy Services Reunited Corp.

Accession: 0001493152-26-022090

Filed: 2026-05-11

Period: 2026-05-11

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)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001698514

0001698514

2026-05-11

2026-05-11

iso4217:USD

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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): May 11, 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

of 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 ☐

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

May 11, 2026, National Energy Services Reunited Corp. (“NESR” or the “Company”) issued a press release

reporting its financial results for the three-month period ended March 31, 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 May 11, 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.

A

conference call is scheduled for 8:00 AM ET on May 11, 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.

In

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.

On

May 11, 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 May 11, 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:

May 11, 2026

By:

/s/

Stefan Angeli

Name:

Stefan

Angeli

Title:

Chief

Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

National

Energy Services Reunited Corp. Reports First Quarter 2026 Financial Results

Revenue for the quarter ended March 31, 2026, is $404.6 million,

reflecting an increase of 33.5% year-over-year and 1.6% sequentially

Net income for the quarter ended March 31, 2026, is $23.8 million,

improving 205.4% sequentially and 129.3% year-over-year

Diluted Earnings per Share (EPS) for the three months ended March

31, 2026 is $0.23, representing an increase of 109.1% year-over-year and 201.3% sequentially

Adjusted EBITDA (a non-GAAP measure)** for the quarter ended March

31, 2026, is $76.7 million, improving 22.7% year-over-year

Operating cash flow for the quarter ended March 31, 2026, is $30.7

million, growing 50.1% year-over-year

HOUSTON,

May 11, 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 period ended March 31, 2026. The Company delivered the following results for the periods presented:

Three Months Ended

Variance

(in thousands except per share amounts and percentages)

March 31, 2026

December 31, 2025

March 31, 2025

Sequential

Year- over- year

Revenue

$

404,586

$

398,262

$

303,102

1.6

%

33.5

%

Net income

23,827

7,803

10,391

205.4

%

129.3

%

Adjusted net income (non-GAAP)**

26,733

31,879

12,963

(16.1

)%

106.2

%

Adjusted EBITDA (non-GAAP)**

76,671

84,414

62,463

(9.2

)%

22.7

%

Diluted EPS

0.23

0.08

0.11

201.3

%

109.1

%

Adjusted Diluted EPS (non-GAAP)**

0.26

0.32

0.14

(17.8

)%

85.7

%

**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 months ended March 31, 2026.

Stefan Angeli, Chief Financial Officer, commented,

“First Quarter 2026 delivered outstanding results despite the geopolitical

conflict with strong operational execution driving continued growth and profitability. Revenue reached $404.6m, an all-time high, supported

by sustained activity across our core markets and increasing contributions from our hydraulic fracturing operations, particularly in our

Saudi Arabia’s Jafurah unconventional field.

Net income increased to $23.8 million, underscoring the growing earnings

power of the business as we scale. Adjusted EBITDA is $76.7 million, demonstrating the resilience of our operating model and the benefits

of disciplined execution, even against a significantly more complex operating backdrop.  We generated $30.7 million of operating

cash flow while absorbing working capital build related to Ramadan and higher activity, with net debt broadly stable versus year-end and

free cash flow largely in line with the prior year quarter.  We continue to execute at scale and capitalize on the multi-year opportunity

set in the region.”

Sherif Foda, Chairman and Chief Executive Officer,

commented, “Amid an escalation in regional security tensions driven by recent conflict

in the Middle East, NESR delivered a strong start to 2026, underpinned by resilient operations and continued client

trust across our core markets. We maintained uninterrupted activity at scale, supported by secure supply chains, localized capabilities,

and proven operational agility. We focused on the reliable supply of inventory and products to maintain operating capacity and capabilities

despite the logistics challenges and sharp increase of costs. Recent multi-year contract awards in Kuwait and North Africa further reinforce

our competitive positioning and long-term growth visibility. We reiterate our commitment to the clients by being physically by their side,

and I visited the majority of our operating units across the region as we see accelerated investment potential to diversify and increase

both Oil and Gas capacity in the region.”

Net Income and Adjusted Net Income Results

Net income for the quarter ended March 31, 2026, is $23.8

million, increasing $16.0 million sequentially and $13.4 million year-over-year. The increases were primarily attributable to strong

flow-through from incremental revenue generated by higher activity levels in the Company’s hydraulic fracturing and well

testing service lines.

Adjusted net income for the quarter is $26.7

million and included $2.9 million of “Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS,”

primarily attributable to $2.1 million of other write-offs (recoveries) and provisions (releases of provisions). The $2.1 million

includes $3.6 million of foreign currency transaction remeasurement losses, partially offset by a $1.3 million favorable adjustment

to the Company’s lease accounting 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 $0.23 of diluted EPS

for the quarter ended March 31, 2026, improving $0.15 sequentially and $0.12 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 March 31, 2026, is $0.26.

Adjusted EBITDA Results

The Company produced Adjusted EBITDA of $76.7

million during the quarter ended March 31, 2026, up 22.7% year-over-year. 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

March 31,

2026

Quarter ended

December 31,

2025

Quarter ended

March 31,

2025

Revenue

$ 404,586

$ 398,262

$ 303,102

Adjusted EBITDA

$ 76,671

$ 84,414

$ 62,463

A 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 $93.0

million as of March 31, 2026, compared to $124.8 million as of December 31, 2025, and $78.7 million as of March 31, 2025.

Free cash flow, a non-GAAP measure, for the quarter

ended March 31, 2026, is negative $5.3 million, compared to negative $9.6 million for the same period in 2025. The increase

is primarily attributable to higher net income in 2026 as compared to 2025, partially offset by higher capital expenditures

during the three months ended March 31, 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 March 31, 2026, is $287.4

million, of which $111.9 million is classified as short-term, compared to $310.1 million and $118.8 million, respectively, 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, totaled $194.4 million as of March 31, 2026, compared to $185.3 million as of

December 31, 2025. The increase in Net Debt is primarily driven by lower cash and cash equivalents at March 31, 2026, relative to

December 31, 2025, reflecting seasonal cash and working capital requirements. A reconciliation of the applicable GAAP measures to

Net Debt is presented in Table 4, “Reconciliation to Net Debt.”

In May 2026, the Company approved

a capital return program consisting of (i) a quarterly cash dividend, anticipated to commence in the fourth quarter of 2026, at an expected

rate of $0.10 per Ordinary Share, and (ii) authorization for the repurchase of up to $50.0 million of the Company’s Ordinary Shares

from time to time through open market transactions, privately negotiated transactions, or otherwise, at prevailing market prices and subject

to market conditions, applicable legal requirements, and liquidity considerations.

About

National Energy Services Reunited Corp.

Founded

in 2017, NESR is one of the largest national oilfield services providers in the MENA and Asia Pacific regions. 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

A

conference call is scheduled for 8:00 AM ET on May 11, 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.

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: catastrophic events, geopolitical

conflict, 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, may require significant capital expenditures, which 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, competition,

including for capital and technological advances, 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 period ended March 31, 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)

March 31, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

$ 92,956

124,797

Accounts receivable, net

227,932

178,020

Unbilled revenue

171,341

121,186

Service inventories

96,206

94,834

Prepaid assets

9,706

13,237

Retention withholdings

26,214

33,125

Other receivables

54,753

54,511

Other current assets

10,513

10,664

Total current assets

689,621

630,374

Non-current assets

Property, plant and equipment, net

476,154

465,454

Intangible assets, net

42,434

47,086

Goodwill

645,095

645,095

Operating lease right-of-use assets

25,977

20,300

Other assets

44,649

43,210

Total assets

$ 1,923,930

$ 1,851,519

Liabilities and equity

Liabilities

Accounts payable and accrued expenses

483,048

421,064

Current installments of long-term debt

64,500

64,500

Short-term borrowings

47,353

54,250

Income taxes payable

30,843

25,092

Other taxes payable

15,152

12,351

Operating lease liabilities

1,984

2,948

Other current liabilities

17,408

24,715

Total current liabilities

660,288

604,920

Long-term debt

175,542

191,378

Deferred tax liabilities

918

1,691

Employee benefit liabilities

36,971

36,321

Non-current operating lease liabilities

22,683

18,447

Other liabilities

32,319

30,846

Total liabilities

928,721

883,603

Commitments and contingencies

Equity

Preferred shares, no par value; unlimited shares authorized; none issued and

outstanding at March 31, 2026, and December 31, 2025, respectively

-

-

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

100,847,255, and 100,787,173 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively

906,311

902,845

Retained income

88,829

65,002

Accumulated other comprehensive income

69

69

Total equity

995,209

967,916

Total liabilities and equity

$ 1,923,930

$ 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

Description

March 31, 2026

March 31, 2025

Revenues

$ 404,586

$ 303,102

Cost of services

(352,755 )

(265,647 )

Gross profit

51,831

37,455

Selling, general, and administrative expenses (excluding Amortization)

(11,103 )

(11,821 )

Amortization

(4,693 )

(4,693 )

Operating income

36,035

20,941

Interest expense, net

(6,543 )

(8,284 )

Other income, net

1,449

1,059

Income before income tax

30,941

13,716

Income tax expense

(7,114 )

(3,325 )

Net income

$ 23,827

$ 10,391

Weighted average shares outstanding:

Basic

100,803,435

96,139,181

Diluted

102,931,550

96,710,484

Earnings per share:

Basic

$ 0.24

$ 0.11

Diluted

$ 0.23

$ 0.11

NATIONAL

ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In

US$ thousands)

For the three-month

period ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Net income

$ 23,827

$ 10,391

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation and amortization

33,779

36,035

Share-based compensation expense

2,502

1,856

(Gain) on disposal of assets

(373 )

(363 )

Non-cash interest (income)

(192 )

(143 )

Deferred tax expense (benefit)

1,132

(1,239 )

Allowance for doubtful receivables and unbilled revenue

480

(16 )

Charges on obsolete service inventories

853

920

Impairments and other charges

-

1,118

Other operating activities, net

25

38

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

(50,392 )

(27,524 )

(Increase) decrease in unbilled revenue

(50,154 )

(18,339 )

(Increase) decrease in retention withholdings

6,910

8,834

(Increase) decrease in inventories

(2,224 )

(5,567 )

(Increase) decrease in prepaid assets

3,531

746

(Increase) decrease in other current assets

429

(2,646 )

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

(1,934 )

2,137

Increase (decrease) in accounts payable and accrued expenses

61,419

15,094

Increase (decrease) in other current liabilities

1,127

(847 )

Net cash provided by operating activities

30,745

20,485

Cash flows from investing activities:

Capital expenditures

(36,004 )

(30,124 )

IPM investments

-

-

Proceeds from disposal of assets

402

637

Other investing activities

(833 )

(2,000 )

Net cash used in investing activities

(36,435 )

(31,487 )

Cash flows from financing activities:

Proceeds from long-term debt

-

-

Repayments of long-term debt

(16,125 )

(17,537 )

Proceeds from short-term borrowings

19,587

26,841

Repayments of short-term borrowings

(26,498 )

(26,252 )

Payments on capital leases

(1,000 )

(710 )

Payments on seller-provided financing for capital expenditures

(1,265 )

(601 )

Other financing activities, net

-

-

Net cash used in financing activities

(25,301 )

(18,259 )

Effect of exchange rate changes on cash

-

-

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

cash

(30,991 )

(29,261 )

Cash and cash equivalents, beginning of

period

132,696

107,956

Cash, cash equivalents, and restricted

cash, end of period

$ 101,705

$ 78,695

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

Quarter ended

Quarter ended

March

31, 2026

December

31, 2025

March

31, 2025

Net

Diluted

Net

Diluted

Net

Diluted

Income

EPS

Income

EPS

Income

EPS

Net Income

$

23,827

$ 0.23

$ 7,803

$ 0.08

$ 10,391

$ 0.11

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

28

-

258

-

1,488

0.02

Impairments

-

-

8,076

0.08

1,118

0.01

Current expected credit loss (releases) provisions

455

-

7,112

0.07

(227 )

-

Litigation (releases) provisions

248

-

248

-

(837 )

(0.01 )

Restructuring projects

67

-

4,712

0.05

-

-

Loss of inventory in fire

-

-

-

-

-

-

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

2,108

0.02

3,670

0.04

1,030

0.01

Total Charges and Credits impacting Adjusted EBITDA (1)

2,906

0.03  (3)

24,076

0.24

2,572

0.03

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)

2,906

0.03

24,076

0.24

2,572

0.03

Total Adjusted Net Income and Adjusted Diluted EPS

$ 26,733

$ 0.26

$ 31,879

$ 0.32

$ 12,963

$ 0.14

(1)

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, as described above. In the quarter ended December 31, 2025, Total Charges and Credits impacting

Adjusted EBITDA included $0.3 million of costs associated with the restatement of our 2018-2020 financial statements, including the

SEC inquiry and remediation, $8.1 million of technology impairments, $7.1 million of current expected credit loss (releases) provisions

mainly in Oman, $0.2 million of litigation (releases) provisions, $4.7 million of restructuring projects, and $3.7 million of other

write-offs (recoveries) and provisions (release of provisions) primarily related to a vendor bankruptcy and resulting provision

for a construction-in-process prepayment previously made in Saudi Arabia. In the quarter ended March 31, 2025, Total Charges

and Credits impacting Adjusted EBITDA included $1.5 million of costs associated with the restatement of our 2018-2020 financial statements,

including the SEC inquiry and remediation, $1.1 million of impairments, ($0.2) million of current expected credit loss (releases)

provisions, ($0.8) million of litigation (releases) provisions, and $1.0 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 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 December 31, 2025, were $24.1 million, inclusive of $24.1 million of Charges

and Credits impacting Adjusted EBITDA. Total Charges and Credits impacting Adjusted Net Income and Adjusted Diluted EPS for the quarter

ended March 31, 2025, were $2.6 million, inclusive of $2.6 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

March

31, 2026

Quarter ended

December

31, 2025

Quarter ended

March

31, 2025

Net Income

$

23,827

$ 7,803

$ 10,391

Add:

Income Taxes

7,114

7,173

3,325

Interest Expense, net

6,543

7,539

8,284

Depreciation and Amortization

36,281

37,823

37,891

Total Charges and Credits impacting Adjusted EBITDA (3)

2,906

24,076

2,572

Total Adjusted EBITDA

$ 76,671

$ 84,414

$ 62,463

(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 (used in) operating activities to Free Cash Flow

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

$ 30,745

$ 264,242

$ 138,590

6,681

98,486

20,485

Less:

Capital expenditures

(36,004 )

(143,454 )

(42,834 )

(40,753 )

(29,743 )

(30,124 )

Free cash flow

$ (5,259 )

$ 120,788

$ 95,756

$ (34,072 )

$ 68,743

$ (9,639 )

Table

4 - Reconciliation to Net Debt

As of

March 31, 2026

As of

December 31, 2025

As of

March 31, 2025

Current installments of long-term debt

$ 64,500

$ 64,500

$ 67,323

Short-term borrowings

47,353

54,250

60,350

Long-term debt

175,542

191,378

238,651

Less:

Cash and cash equivalents

(92,956 )

(124,797 )

(78,695 )

Net Debt

$ 194,439

$ 185,331

$ 287,629

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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