STOCK TITAN

Oil States International Q3 2026 profit falls 47% vs Q2

Offshore Manufactured Products backlog was $482 million, and a new $50.0 million common-stock repurchase authorization extends through October 2028.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Oil States International, Inc. (OIS) reported third-quarter 2026 revenue of $169.8 million, up 8% sequentially, and net income of $3.1 million, down 47% from the second quarter. Adjusted EBITDA, a non-GAAP measure, was $20.1 million, up 6% sequentially; adjusted net income, excluding charges and credits, was $8.5 million versus $8.4 million in the prior quarter. Year over year, revenue rose 3%, net income rose 64%, and Adjusted EBITDA declined 3%.

Offshore Manufactured Products revenue rose 13% sequentially to $104.4 million. Its backlog was $482 million as of September 30, 2026, up 7% sequentially and at its highest level since December 2014. Bookings were $135 million, up 18% sequentially, with a 1.3x book-to-bill ratio. Oil States repurchased $4.0 million of common stock under a program that expired October 24, 2026, and its board approved a new $50.0 million repurchase authorization extending through October 2028. Third-quarter operating cash flow was $5.3 million alongside $9.6 million of net working capital investments; cash and equivalents were $22.9 million as of September 30, 2026.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointRevenue rose 8% sequentially to $169.8 million.
  • Moderate pointAdjusted EBITDA rose 6% sequentially to $20.1 million.

Negative

  • Moderate pointNet income fell 47% sequentially to $3.1 million.

Filing Explained

At September 30, 2026, Oil States reported $22.9 million in cash, $19.8 million of borrowings and $17.0 million of letters of credit under its Cash Flow Credit Agreement, with $58.0 million still available to draw—credit access, not cash already held.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $169.8 million Third quarter 2026; up 8% sequentially
Net income $3.1 million Third quarter 2026; down 47% sequentially
Adjusted EBITDA $20.1 million Non-GAAP measure; third quarter 2026; up 6% sequentially
Offshore Manufactured Products backlog $482 million As of September 30, 2026; up 7% sequentially
Offshore Manufactured Products bookings $135 million Third quarter 2026; up 18% sequentially
Stock repurchase authorization $50.0 million New common-stock authorization extending through October 2028
Operating cash flow $5.3 million Third quarter 2026
Cash and cash equivalents $22.9 million As of September 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA of $20.1 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
book-to-bill ratio financial
"a quarterly book-to-bill ratio of 1.3x"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
valuation allowances financial
"changes in valuation allowances recorded against deferred tax assets"
A valuation allowance is an accounting reserve companies set against expected future tax benefits when they doubt those benefits will be realized. Think of it like discounting a coupon you might not be able to use: it reduces the reported value of future tax savings on the balance sheet. For investors, increases or decreases in this allowance signal management’s view of future profitability and can materially change reported earnings and equity.
deferred debt issuance costs financial
"amortization of deferred debt issuance costs"
Costs a company pays to arrange and issue borrowed money—such as underwriting fees, legal and accounting fees, printing and registration fees—that are recorded on the balance sheet instead of expensed immediately. Those costs are capitalized and then spread over the life of the related debt as an amortization charge (often as part of interest expense); they are presented as a deduction from the carrying amount of the related debt or as a separate deferred asset that is amortized. If the debt is repaid, refinanced, or otherwise extinguished early, any remaining unamortized balance is written off and recognized in earnings.
free cash flow financial
"Free cash flow is not a measure of financial performance under GAAP"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Revenue $169.8 million Up 8% sequentially
Net income $3.1 million Down 47% sequentially
Adjusted EBITDA $20.1 million Up 6% sequentially
Adjusted net income, excluding charges and credits $8.5 million Up 1% sequentially

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were OIS's revenue and earnings in the third quarter of 2026?

Oil States reported revenue of $169.8 million, up 8% sequentially; net income was $3.1 million, down 47%, and Adjusted EBITDA was $20.1 million, up 6%. The comparisons are with the second quarter of 2026.

How much did OIS authorize for stock repurchases?

The board approved a new $50.0 million common-stock repurchase authorization on October 29, 2026, extending through October 2028. During the third quarter, Oil States purchased $4.0 million of common stock under a prior board-approved program that expired October 24, 2026.

What free cash flow did OIS report for the third quarter of 2026?

Oil States reported $7.139 million of free cash flow, a non-GAAP measure. The reconciliation includes $5.298 million of net cash provided by operating activities, less $3.211 million of capital expenditures, plus proceeds from dispositions of property and equipment and assets held for sale.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
0001121484false00011214842026-10-302026-10-30

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): October 30, 2026

Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1633776-0476605
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

Registrant’s telephone number, including area code: (713) 652-0582

Not Applicable
(Former name or former address if changed since last report.)

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:

☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareOISNew York Stock Exchange
NYSE Texas

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 October 30, 2026, Oil States International, Inc. (the “Company”) published a press release providing information regarding its results of operation and financial condition for the quarter ended September 30, 2026. The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1
Press release dated October 30, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OIL STATES INTERNATIONAL, INC.
(Registrant)
Date:October 30, 2026By:
/s/  Matthew E. Autenrieth
Matthew E. Autenrieth
Executive Vice President, Chief Financial Officer & Treasurer

bluelogoa.jpg    EXHIBIT 99.1

Oil States Announces Third Quarter 2026 Results
•Consolidated revenues of $170 million increased 8% sequentially
•Net income of $3 million, or $0.05 per share
•Adjusted net income totaled $8 million, or $0.15 per share, excluding charges (a non-GAAP measure(1))
•Adjusted EBITDA (a non-GAAP measure(1)) of $20 million
•Offshore Manufactured Products segment revenues increased 13% sequentially
◦Backlog grew 7% sequentially to $482 million (highest level since December 2014)
◦Third quarter book-to-bill ratio was 1.3x
•Downhole Technologies segment generated revenues of $42 million, a 6% sequential increase
•Purchased $4 million of our common stock
•Board of Directors approved a new $50 million common stock repurchase authorization, expiring in October 2028
HOUSTON, October 30, 2026 – 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
SequentialYear-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 income3,116 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 Services23,159 24,274 27,525 (5)%(16)%
Downhole Technologies42,221 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 Services3,530 3,917 948 (10)%n.m.
Downhole Technologies2,145 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 Services6,113 6,570 7,953 (7)%(23)%
Downhole Technologies3,583 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 EndedNine 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 
Services59,919 57,906 58,688 170,608 176,139 
169,764 156,659 165,180 471,786 490,524 
Costs and expenses:
Product costs88,639 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 expense8,046 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 
Diluted0.05 0.10 0.03 0.17 0.13 
Weighted average number of common shares outstanding:
Basic58,079 58,479 57,946 58,114 59,089 
Diluted58,249 58,627 58,016 58,452 59,144 



OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In Thousands)
September 30, 2026December 31, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$22,915 $69,914 
Accounts receivable, net200,088 202,445 
Inventories, net220,383 183,409 
Assets held for sale
14,439 17,350 
Prepaid expenses and other current assets16,712 22,173 
Total current assets474,537 495,291 
Property, plant, and equipment, net228,840 244,382 
Operating lease assets, net13,686 12,731 
Goodwill, net70,312 70,524 
Other intangible assets, net27,297 31,455 
Other noncurrent assets29,931 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 payable70,429 68,090 
Accrued liabilities36,992 38,480 
Current operating lease liabilities5,931 7,286 
Income taxes payable1,094 1,759 
Deferred revenue84,777 97,195 
Total current liabilities200,840 266,180 
Long-term debt18,423 1,670 
Long-term operating lease liabilities11,499 12,654 
Deferred income taxes5,775 5,765 
Other noncurrent liabilities24,485 23,971 
Total liabilities261,022 310,240 
Stockholders’ equity:
Common stock821 805 
Additional paid-in capital1,160,054 1,145,642 
Retained earnings174,417 164,283 
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,
20262025
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 expense24,296 36,051 
Impairments of operating lease assets— 1,358 
Impairments of assets held for sale1,384 — 
Stock-based compensation expense8,552 5,756 
Amortization of debt issuance costs1,528 1,235 
Deferred income tax provision291 852 
Gains on disposals of assets(5,757)(5,455)
Losses (gains) on extinguishment of 4.75% convertible senior notes3,594 (375)
Other, net(2,686)(2,192)
Changes in operating assets and liabilities:
Accounts receivable1,295 (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, net7,503 (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 activities1,706 (14,460)
Cash flows from financing activities:
Borrowings under credit facilities94,268 512 
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 equivalents445 558 
Net change in cash and cash equivalents(46,999)1,689 
Cash and cash equivalents, beginning of period69,914 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 EndedNine 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 
Services34,594 32,420 30,172 97,724 82,503 
92,319 84,374 97,901 259,290 278,009 
Military and other products12,065 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 Services23,159 24,274 27,525 68,931 91,468 
Downhole Technologies42,221 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 EndedNine 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 charges2,176 1,395 3,560 6,259 6,791 
Executive transition costs3,338 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 EndedNine 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 costs3,338 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 EndedNine 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, net1,308 508 1,773 2,991 5,043 
Income tax provision2,137 2,013 1,437 6,293 3,888 
Depreciation and amortization expense8,046 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 charges2,176 1,395 3,560 6,259 6,791 
Executive transition costs3,338 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 EndedNine 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, net18 39 139 36 321 
Depreciation and amortization expense3,938 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, net182 219 229 530 440 
Depreciation and amortization expense2,401 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 expense1,438 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), net26 (3,539)(6)(3,473)375 
Depreciation and amortization expense269 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 costs3,338 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 EndedNine 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 charges2,176 1,395 3,560 6,259 6,791 
Executive transition costs3,338 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 outstanding58,249 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 EndedNine 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 equipment118 341 1,199 855 5,416 
Proceeds from disposition of assets held for sale4,934 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.
Company Contact:
Matthew Autenrieth
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
(713) 652-0582
SOURCE: Oil States International, Inc.

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