Oil States International, Inc.NYSE: OIS

Oil States Announces Third Quarter 2026 Results

· Issued by Oil States International, Inc. via Business Wire

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

Three Months Ended

% Change

(Unaudited, In Thousands, Except Per Share Amounts)

September 30,
2026

June 30,
2026

September 30,
2025

Sequential

Year-over-Year

Consolidated results:

Revenues

$

169,764

$

156,659

$

165,180

8

%

3

%

Operating income(2)

6,335

11,712

4,748

(46

)%

33

%

Adjusted operating income, excluding charges and credits(1)

11,849

10,615

8,308

12

%

43

%

Net income

3,116

5,910

1,900

(47

)%

64

%

Adjusted net income, excluding charges and credits(1)

8,485

8,407

4,717

1

%

80

%

Adjusted EBITDA(1)

20,121

18,989

20,804

6

%

(3

)%

Revenues by segment:

Offshore Manufactured Products

$

104,384

$

92,724

$

108,627

13

%

(4

)%

Completion and Production Services

23,159

24,274

27,525

(5

)%

(16

)%

Downhole Technologies

42,221

39,661

29,028

6

%

45

%

Revenues by destination:

Offshore and international

$

121,752

$

111,593

$

123,356

9

%

(1

)%

U.S. land

48,012

45,066

41,824

7

%

15

%

Operating income (loss) by segment(2):

Offshore Manufactured Products

$

14,795

$

13,936

$

17,603

6

%

(16

)%

Completion and Production Services

3,530

3,917

948

(10

)%

n.m.

Downhole Technologies

2,145

2,737

(4,667

)

(22

)%

n.m.

Corporate

(14,135

)

(8,878

)

(9,136

)

(59

)%

(55

)%

Adjusted Segment EBITDA(1):

Offshore Manufactured Products

$

18,751

$

17,907

$

22,275

5

%

(16

)%

Completion and Production Services

6,113

6,570

7,953

(7

)%

(23

)%

Downhole Technologies

3,583

4,243

(689

)

(16

)%

n.m.

Corporate

(8,326

)

(9,731

)

(8,735

)

14

%

5

%

___________________

(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 September 30, 2026, June 30, 2026 and September 30, 2025 included charges totaling $5.5 million, $3.1 million and $3.6 million, respectively. Additionally, operating income for the three months ended June 30, 2026 included credits totaling $4.1 million. See “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information.

Oil States International, Inc. reported net income of $3.1 million, or $0.05 per share, and Adjusted EBITDA of $20.1 million for the third quarter of 2026 on revenues of $169.8 million. These results compare to revenues of $156.7 million, net income of $5.9 million, or $0.10 per share, and Adjusted EBITDA of $19.0 million reported in the second quarter of 2026.

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

“Our third quarter results exceeded the guidance we provided back in July and reflect continued execution across our diversified portfolio and the resilience of our offshore and international operations. Revenues increased 8% sequentially, driven by strong demand within our Offshore Manufactured Products and Downhole Technologies segments. We generated Adjusted EBITDA of $20.1 million. Contract bookings in our Offshore Manufactured Products segment increased 18% sequentially to $135 million, resulting in a book-to-bill ratio of 1.3x and backlog reaching its highest level since December 2014.

“Looking ahead, we remain focused on expanding our backlog, delivering profitable growth and strong cash flows, and returning capital to stockholders through disciplined capital allocation. Backed by our global manufacturing, engineering and service capabilities, strong financial position and ongoing strategic initiatives, we believe Oil States is well positioned to benefit from a constructive multi-year offshore and international investment cycle. Our innovative, technologically advanced product and service offerings, combined with disciplined execution and selective growth investments, provide a strong foundation for sustainable long-term stockholder value creation.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $104.4 million, operating income of $14.8 million and Adjusted Segment EBITDA of $18.8 million in the third quarter of 2026, compared to revenues of $92.7 million, operating income of $13.9 million and Adjusted Segment EBITDA of $17.9 million reported in the second quarter of 2026. Adjusted Segment EBITDA margin was 18% in the third quarter of 2026, compared to 19% in the second quarter of 2026.

Backlog totaled $482 million as of September 30, 2026, its highest level since December 2014. Third quarter bookings totaled $135 million, yielding a quarterly book-to-bill ratio of 1.3x and raising the year-to-date ratio to 1.2x.

Completion and Production Services

Completion and Production Services reported revenues of $23.2 million, operating income of $3.5 million and Adjusted Segment EBITDA of $6.1 million in the third quarter of 2026, compared to revenues of $24.3 million, operating income of $3.9 million and Adjusted Segment EBITDA of $6.6 million reported in the second quarter of 2026. Adjusted Segment EBITDA margin was 26% in the third quarter of 2026, compared to 27% in the second quarter of 2026.

Downhole Technologies

Downhole Technologies reported revenues of $42.2 million, operating income of $2.1 million and Adjusted Segment EBITDA of $3.6 million in the third quarter of 2026, compared to revenues of $39.7 million, operating income of $2.7 million and Adjusted Segment EBITDA of $4.2 million in the second quarter of 2026. Adjusted Segment EBITDA margin was 8% in the third quarter of 2026, compared to 11% in the second quarter of 2026.

Corporate

Corporate reported an operating loss of $14.1 million and an Adjusted Segment EBITDA loss of $8.3 million in the third quarter of 2026, compared to an operating loss of $8.9 million and an Adjusted Segment EBITDA loss of $9.7 million in the second quarter of 2026.

Operating loss in the third quarter of 2026 included charges of $5.5 million associated primarily with the retirement of the Company’s former President and Chief Executive Officer and facility exit costs.

Interest Expense, Net

Net interest expense totaled $1.3 million in the third quarter of 2026, which included $0.6 million of non-cash amortization of deferred debt issuance costs – the majority of which was associated with the July 2026 expiration of $30 million in undrawn lender commitments under the Company’s term loan facility.

Income Taxes

During the third quarter of 2026, the Company recognized income tax expense of $2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $5.3 million.

Cash Flows

During the third quarter of 2026, the Company generated $5.3 million of cash flows in operations, tempered by net working capital investments of $9.6 million. Proceeds from the sale of assets totaled $5.1 million during the quarter, which were partially offset by $3.2 million in capital expenditures.

The Company purchased $4.0 million of its common stock in the third quarter of 2026 under a Board-approved program that expired on October 24, 2026. On October 29, 2026, the Company's Board of Directors approved a new $50.0 million stock repurchase plan, which extends through October 2028.

Financial Condition

At September 30, 2026, the Company had cash on-hand of $22.9 million. Borrowings and letters of credit outstanding under the Cash Flow Credit Agreement totaled $19.8 million and $17.0 million, respectively, leaving $58.0 million available to be drawn.

Conference Call Information

The call is scheduled for October 30, 2026 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (833) 461-5787 in the United States or by dialing +1 (585) 542-9983 internationally and using the passcode 896 920 459. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.

About Oil States

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

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

Cautionary Language Concerning Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the impact of geopolitical conflicts and tensions, changes in tariffs and duties on imported materials and exported finished goods, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations (together with OPEC, “OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K, as amended by its Annual Report on Form 10-K/A, for the year ended December 31, 2025, and the subsequently filed Quarterly 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)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Revenues:

Products

$

109,845

$

98,753

$

106,492

$

301,178

$

314,385

Services

59,919

57,906

58,688

170,608

176,139

169,764

156,659

165,180

471,786

490,524

Costs and expenses:

Product costs

88,639

77,724

85,561

240,730

249,826

Service costs

41,435

40,227

43,085

118,884

126,837

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

130,074

117,951

128,646

359,614

376,663

Selling, general and administrative expense

23,994

23,127

20,756

67,145

66,267

Depreciation and amortization expense

8,046

8,061

12,128

24,296

36,051

Impairments of operating lease assets

—

—

—

—

1,358

Impairments of assets held for sale

—

—

—

1,384

—

Other operating (income) expense, net

1,315

(4,192

)

(1,098

)

(2,978

)

(5,479

)

163,429

144,947

160,432

449,461

474,860

Operating income

6,335

11,712

4,748

22,325

15,664

Interest expense, net

(1,308

)

(508

)

(1,773

)

(2,991

)

(5,043

)

Other income (expense), net

226

(3,281

)

362

(2,907

)

1,136

Income before income taxes

5,253

7,923

3,337

16,427

11,757

Income tax provision

(2,137

)

(2,013

)

(1,437

)

(6,293

)

(3,888

)

Net income

$

3,116

$

5,910

$

1,900

$

10,134

$

7,869

Net income per share:

Basic

$

0.05

$

0.10

$

0.03

$

0.17

$

0.13

Diluted

0.05

0.10

0.03

0.17

0.13

Weighted average number of common shares outstanding:

Basic

58,079

58,479

57,946

58,114

59,089

Diluted

58,249

58,627

58,016

58,452

59,144

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)

September 30, 2026

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

22,915

$

69,914

Accounts receivable, net

200,088

202,445

Inventories, net

220,383

183,409

Assets held for sale

14,439

17,350

Prepaid expenses and other current assets

16,712

22,173

Total current assets

474,537

495,291

Property, plant, and equipment, net

228,840

244,382

Operating lease assets, net

13,686

12,731

Goodwill, net

70,312

70,524

Other intangible assets, net

27,297

31,455

Other noncurrent assets

29,931

29,048

Total assets

$

844,603

$

883,431

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

$

1,617

$

53,370

Accounts payable

70,429

68,090

Accrued liabilities

36,992

38,480

Current operating lease liabilities

5,931

7,286

Income taxes payable

1,094

1,759

Deferred revenue

84,777

97,195

Total current liabilities

200,840

266,180

Long-term debt

18,423

1,670

Long-term operating lease liabilities

11,499

12,654

Deferred income taxes

5,775

5,765

Other noncurrent liabilities

24,485

23,971

Total liabilities

261,022

310,240

Stockholders’ equity:

Common stock

821

805

Additional paid-in capital

1,160,054

1,145,642

Retained earnings

174,417

164,283

Accumulated other comprehensive loss

(67,379

)

(66,264

)

Treasury stock

(684,332

)

(671,275

)

Total stockholders’ equity

583,581

573,191

Total liabilities and stockholders’ equity

$

844,603

$

883,431

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

Nine Months Ended September 30,

2026

2025

Cash flows from operating activities:

Net income

$

10,134

$

7,869

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

Depreciation and amortization expense

24,296

36,051

Impairments of operating lease assets

—

1,358

Impairments of assets held for sale

1,384

—

Stock-based compensation expense

8,552

5,756

Amortization of debt issuance costs

1,528

1,235

Deferred income tax provision

291

852

Gains on disposals of assets

(5,757

)

(5,455

)

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

3,594

(375

)

Other, net

(2,686

)

(2,192

)

Changes in operating assets and liabilities:

Accounts receivable

1,295

(3,417

)

Inventories

(37,539

)

(5,287

)

Accounts payable and accrued liabilities

(3,021

)

2,692

Deferred revenue

(12,418

)

20,801

Other operating assets and liabilities, net

7,503

(4,913

)

Net cash flows provided by (used in) operating activities

(2,844

)

54,975

Cash flows from investing activities:

Capital expenditures

(10,350

)

(28,186

)

Proceeds from disposition of property and equipment

855

5,416

Proceeds from disposition of assets held for sale

12,210

8,409

Other, net

(1,009

)

(99

)

Net cash flows provided by (used in) investing activities

1,706

(14,460

)

Cash flows from financing activities:

Borrowings under credit facilities

94,268

512

Repayments of borrowings under credit facilities

(74,518

)

(512

)

Extinguishment of 4.75% convertible senior notes

(50,452

)

(20,269

)

Other debt and finance lease repayments, net

(533

)

(283

)

Payment of financing costs

(2,014

)

(188

)

Purchases of treasury stock

(9,105

)

(16,186

)

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

due to vesting of stock awards

(3,952

)

(2,458

)

Net cash flows used in financing activities

(46,306

)

(39,384

)

Effect of exchange rate changes on cash and cash equivalents

445

558

Net change in cash and cash equivalents

(46,999

)

1,689

Cash and cash equivalents, beginning of period

69,914

65,363

Cash and cash equivalents, end of period

$

22,915

$

67,052

Cash paid for:

Interest

$

2,492

$

4,033

Income taxes, net

6,658

4,648

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA

(In Thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Revenues:

Offshore Manufactured Products

Project-driven:

Products

$

57,725

$

51,954

$

67,729

$

161,566

$

195,506

Services

34,594

32,420

30,172

97,724

82,503

92,319

84,374

97,901

259,290

278,009

Military and other products

12,065

8,350

10,726

29,237

29,800

Total Offshore Manufactured Products

104,384

92,724

108,627

288,527

307,809

Completion and Production Services

23,159

24,274

27,525

68,931

91,468

Downhole Technologies

42,221

39,661

29,028

114,328

91,247

Total revenues

$

169,764

$

156,659

$

165,180

$

471,786

$

490,524

Operating income (loss):

Offshore Manufactured Products

$

14,795

$

13,936

$

17,603

$

43,143

$

48,868

Completion and Production Services

3,530

3,917

948

10,937

6,328

Downhole Technologies

2,145

2,737

(4,667

)

4,437

(10,783

)

Corporate

(14,135

)

(8,878

)

(9,136

)

(36,192

)

(28,749

)

Total operating income (loss)

$

6,335

$

11,712

$

4,748

$

22,325

$

15,664

Adjusted operating income (loss)(1):

Offshore Manufactured Products

$

14,795

$

13,936

$

18,178

$

43,335

$

49,716

Completion and Production Services

3,530

3,917

3,635

10,937

12,124

Downhole Technologies

2,145

2,737

(4,667

)

4,437

(9,576

)

Corporate

(8,621

)

(9,975

)

(8,838

)

(27,895

)

(28,451

)

Total adjusted operating income (loss)

$

11,849

$

10,615

$

8,308

$

30,814

$

23,813

________________

(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 for further detail of charges and credits excluded from adjusted operating income (loss) in each of the periods presented.

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

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Operating income

$

6,335

$

11,712

$

4,748

$

22,325

$

15,664

Impairments of:

Operating lease assets

—

—

—

—

1,358

Assets held for sale

—

—

—

1,384

—

Facility consolidation/closure and other charges

2,176

1,395

3,560

6,259

6,791

Executive transition costs

3,338

1,657

—

4,995

—

Gain on disposal of facility held for sale

—

(4,149

)

—

(4,149

)

—

Adjusted operating income, excluding charges and credits

$

11,849

$

10,615

$

8,308

$

30,814

$

23,813

________________

(A)

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

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

(In Thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Offshore Manufactured Products:

Operating income

$

14,795

$

13,936

$

17,603

$

43,143

$

48,868

Facility consolidation/closure and other charges

—

—

575

192

848

Adjusted Segment Operating Income, excluding charges and credits

$

14,795

$

13,936

$

18,178

$

43,335

$

49,716

Completion and Production Services:

Operating income

$

3,530

$

3,917

$

948

$

10,937

$

6,328

Impairments of operating lease assets

—

—

—

—

403

Facility consolidation/closure and other charges

—

—

2,687

—

5,393

Adjusted Segment Operating Income, excluding charges and credits

$

3,530

$

3,917

$

3,635

$

10,937

$

12,124

Downhole Technologies:

Operating income (loss)

$

2,145

$

2,737

$

(4,667

)

$

4,437

$

(10,783

)

Impairments of operating lease assets

—

—

—

—

955

Facility consolidation/closure and other charges

—

—

—

—

252

Adjusted Segment Operating Income (Loss), excluding charges and credits

$

2,145

$

2,737

$

(4,667

)

$

4,437

$

(9,576

)

Corporate:

Operating loss

$

(14,135

)

$

(8,878

)

$

(9,136

)

$

(36,192

)

$

(28,749

)

Impairments of assets held for sale

—

—

—

1,384

—

Facility consolidation/closure and other charges

2,176

1,395

298

6,067

298

Executive transition costs

3,338

1,657

—

4,995

—

Gain on disposal of facility held for sale

—

(4,149

)

—

(4,149

)

—

Adjusted Segment Operating Loss, excluding charges and credits

$

(8,621

)

$

(9,975

)

$

(8,838

)

$

(27,895

)

$

(28,451

)

________________

(B)

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED EBITDA (C)

(In Thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Net income

$

3,116

$

5,910

$

1,900

$

10,134

$

7,869

Interest expense, net

1,308

508

1,773

2,991

5,043

Income tax provision

2,137

2,013

1,437

6,293

3,888

Depreciation and amortization expense

8,046

8,061

12,128

24,296

36,051

Impairments of:

Operating lease assets

—

—

—

—

1,358

Assets held for sale

—

—

—

1,384

—

Facility consolidation/closure and other charges

2,176

1,395

3,560

6,259

6,791

Executive transition costs

3,338

1,657

—

4,995

—

Gain on disposal of facility held for sale

—

(4,149

)

—

(4,149

)

—

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

—

3,594

6

3,594

(375

)

Adjusted EBITDA

$

20,121

$

18,989

$

20,804

$

55,797

$

60,625

________________

(C)

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED SEGMENT EBITDA (D)

(In Thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Offshore Manufactured Products:

Operating income

$

14,795

$

13,936

$

17,603

$

43,143

$

48,868

Other income, net

18

39

139

36

321

Depreciation and amortization expense

3,938

3,932

3,958

11,810

11,269

Facility consolidation/closure and other charges

—

—

575

192

848

Adjusted Segment EBITDA

$

18,751

$

17,907

$

22,275

$

55,181

$

61,306

Completion and Production Services:

Operating income

$

3,530

$

3,917

$

948

$

10,937

$

6,328

Other income, net

182

219

229

530

440

Depreciation and amortization expense

2,401

2,434

4,089

7,352

12,444

Impairments of operating lease assets

—

—

—

—

403

Facility consolidation/closure and other charges

—

—

2,687

—

5,393

Adjusted Segment EBITDA

$

6,113

$

6,570

$

7,953

$

18,819

$

25,008

Downhole Technologies:

Operating income (loss)

$

2,145

$

2,737

$

(4,667

)

$

4,437

$

(10,783

)

Depreciation and amortization expense

1,438

1,506

3,978

4,483

12,012

Impairments of operating lease assets

—

—

—

—

955

Facility consolidation/closure and other charges

—

—

—

—

252

Adjusted Segment EBITDA

$

3,583

$

4,243

$

(689

)

$

8,920

$

2,436

Corporate:

Operating loss

$

(14,135

)

$

(8,878

)

$

(9,136

)

$

(36,192

)

$

(28,749

)

Other income (expense), net

26

(3,539

)

(6

)

(3,473

)

375

Depreciation and amortization expense

269

189

103

651

326

Impairments of assets held for sale

—

—

—

1,384

—

Facility consolidation/closure and other charges

2,176

1,395

298

6,067

298

Executive transition costs

3,338

1,657

—

4,995

—

Gain on disposal of facility held for sale

—

(4,149

)

—

(4,149

)

—

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

—

3,594

6

3,594

(375

)

Adjusted Segment EBITDA

$

(8,326

)

$

(9,731

)

$

(8,735

)

$

(27,123

)

$

(28,125

)

________________

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

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

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

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Net income

$

3,116

$

5,910

$

1,900

$

10,134

$

7,869

Impairments of:

Operating lease assets

—

—

—

—

1,358

Assets held for sale

—

—

—

1,384

—

Facility consolidation/closure and other charges

2,176

1,395

3,560

6,259

6,791

Executive transition costs

3,338

1,657

—

4,995

—

Gain on disposal of facility held for sale

—

(4,149

)

—

(4,149

)

—

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

—

3,594

6

3,594

(375

)

Total adjustments, before taxes

5,514

2,497

3,566

12,083

7,774

Income tax benefit impact of adjustments, net

(145

)

—

(749

)

(145

)

(1,633

)

Total adjustments, net of taxes

5,369

2,497

2,817

11,938

6,141

Adjusted net income, excluding charges and credits

$

8,485

$

8,407

$

4,717

$

22,072

$

14,010

Adjusted weighted average number of diluted common shares outstanding

58,249

58,627

58,016

58,452

59,144

Adjusted diluted net income per share, excluding charges and credits

$

0.15

$

0.14

$

0.08

$

0.38

$

0.24

________________

(E)

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

(F)

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

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

FREE CASH FLOW (G)

(In Thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,
2026

June 30,
2026

September 30,
2025

September 30,
2026

September 30,
2025

Net cash flows provided by (used in) operating activities

$

5,298

$

(6,257

)

$

30,685

$

(2,844

)

$

54,975

Less: Capital expenditures

(3,211

)

(2,912

)

(8,706

)

(10,350

)

(28,186

)

Plus: Proceeds from disposition of property and equipment

118

341

1,199

855

5,416

Proceeds from disposition of assets held for sale

4,934

6,803

—

12,210

8,409

Free cash flow

$

7,139

$

(2,025

)

$

23,178

$

(129

)

$

40,614

________________

(G)

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

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