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  4. [8-K] National Energy Services Reunited Corp. Reports Material Event

National Energy Services Reunited (NESR) shifts audit from Grant Thornton to PwC Dubai

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

National Energy Services Reunited Corp. reported that its Audit Committee completed a competitive audit tender and decided to change independent auditors. Grant Thornton Audit and Accounting Limited (Dubai Branch) will be dismissed as independent registered public accounting firm after completing the audit of the year ending December 31, 2026. Grant Thornton’s reports for 2024 and 2025 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or other reportable events with Grant Thornton over accounting, disclosure, or audit scope during 2024, 2025, or the subsequent interim period.

The company previously disclosed a material weakness in internal control related to tone at the top, organizational structure, communication protocols, and technical accounting resources, which it states was remediated during 2025. The Audit Committee approved the appointment of PricewaterhouseCoopers Limited Partnership Dubai Branch as independent registered public accounting firm for the audit of the fiscal year ending December 31, 2027.

Positive

  • The previously disclosed material weakness in internal control related to tone at the top and accounting resources is stated to have been remediated during 2025, indicating improved control environment.
  • The company reports no disagreements or other reportable events with the outgoing auditor Grant Thornton over 2024, 2025, or the subsequent interim period, reducing concern about hidden audit disputes.

Negative

  • The company had disclosed a material weakness in internal control around tone at the top, organizational structure, communication, and technical accounting resources, highlighting that its control environment had previously been deficient.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dismissal effective after Year ending December 31, 2026 Grant Thornton to remain auditor through completion of 2026 financial statement audit
New auditor start year Fiscal year ending December 31, 2027 PwC Dubai appointed for the 2027 consolidated financial statement audit
Reportable period end August 4, 2026 No disagreements or reportable events with Grant Thornton through this interim date
independent registered public accounting firm regulatory
"approved the dismissal of GT as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weakness financial
"The Company disclosed a material weakness related to tone at the top"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
reportable events regulatory
"There were no other “reportable events” during the fiscal years ended"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
tone at the top financial
"a material weakness related to tone at the top sufficient to ensure a culture"
Tone at the top is the attitude and behavior demonstrated by a company’s senior leaders about honesty, risk-taking and how rules are followed, which influences the whole organization’s culture and day-to-day choices. Investors care because clear, ethical leadership tends to reduce risks like fraud, regulatory trouble and poor decision-making—much like a ship’s captain setting safe navigational habits—so it affects a company’s trustworthiness and long-term financial value.
Audit Committee regulatory
"the Audit Committee of the Board of Directors concluded the Company’s competitive audit tender"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What auditor change did NESR report in this Form 8-K?
NESR’s Audit Committee approved dismissing Grant Thornton (Dubai Branch) as independent registered public accounting firm after the 2026 audit and appointing PwC (Dubai Branch) for the audit of the year ending December 31, 2027.

Were there any disagreements between NESR and Grant Thornton before the auditor change?
NESR states there were no disagreements with Grant Thornton during 2024, 2025, or through August 4, 2026 on accounting principles, financial statement disclosure, or audit scope that would have been referenced in Grant Thornton’s reports.

Did Grant Thornton issue any adverse or qualified opinions on NESR’s financials?
Grant Thornton’s reports on NESR’s 2024 and 2025 consolidated financial statements did not contain adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles.

What internal control issues has NESR disclosed and what is their status?
NESR previously disclosed a material weakness in internal control tied to tone at the top, organizational structure, communication, and technical accounting resources. The company reports that this weakness was remediated during 2025.

Has NESR consulted PwC on accounting matters before this appointment?
NESR reports it has not consulted PwC during 2024, 2025, or through August 4, 2026 on specific accounting applications, potential audit opinions, disagreements, or reportable events under Regulation S-K Item 304.
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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): August 4, 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 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

On August 4, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of National Energy Services Reunited Corp. (“NESR” or the “Company”) concluded the Company’s competitive audit tender process, which commenced at the beginning of the second quarter of 2026 following the Audit Committee’s determination that the upcoming required rotation of the lead audit engagement partner presented an appropriate opportunity to conduct a comprehensive review of the Company’s independent audit services.

 

(a)Dismissal of Previous Independent Registered Public Accounting Firm.

 

As a result of the tender, on August 4, 2026, the Audit Committee approved the dismissal of Grant Thornton Audit and Accounting Limited (Dubai Branch) (“GT”) as the Company’s independent registered public accounting firm, effective upon completion of GT’s audit of the Company’s financial statements for the year ending December 31, 2026. GT was previously engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2026. The dismissal of GT does not affect GT’s engagement for the year ended December 31, 2026.

 

GT’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025, and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2025 and 2024, and in the subsequent interim period through August 4, 2026, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and GT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GT, would have caused GT to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years.

 

As previously disclosed in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on March 28, 2025, the Company disclosed a material weakness related to tone at the top sufficient to ensure a culture of compliance with the Company’s accounting, finance and internal control policies, including through: (a) lack of an effective organizational structure to promote effective internal control; (b) lack of effective communication protocols to ensure timely escalation and resolving of accounting issues; and (c) insufficient technical accounting resources with an appropriate level of accounting knowledge, experience and training commensurate within Company’s structure and financial reporting requirements to appropriately analyze, record and disclose accounting matters timely and accurately in accordance with U.S. GAAP. The material weakness was remediated during the year ended December 31, 2025. There were no other “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years ended December 31, 2025, and 2024, and in the subsequent interim period through August 4, 2026.

 

The Company provided GT with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested that GT furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of GT’s letter, dated August 10, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b)Appointment of New Independent Registered Public Accounting Firm.

 

The Audit Committee also approved on August 4, 2026, the appointment of PricewaterhouseCoopers Limited Partnership Dubai Branch (“PwC”) as its independent registered public accounting firm, effective for the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2027. During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through August 4, 2026, the Company has not consulted with PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor was oral advice provided that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in S-K 304(a)(1)(iv) and the related instructions to S-K 304, or a reportable event, as that term is defined in S-K 304(a)(1)(v).

 

The Company has discussed the above-mentioned reportable event with GT, and GT has been authorized by the Company to respond fully to inquiries of PwC, concerning this reportable event.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number   Description
     
16.1   Letter from Grant Thornton Audit and Accounting Limited (Dubai Branch).
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  NATIONAL ENERGY SERVICES REUNITED CORP.
     
Date: August 10, 2026 By: /s/ Stefan Angeli
  Name: Stefan Angeli
  Title: Chief Financial Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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