Oil States revises CEO severance for change-of-control

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oil States International, Inc. amended the Executive Agreement of President and Chief Executive Officer Lloyd A. Hajdik effective July 9, 2026, restructuring severance calculations for certain termination events. If he is terminated by the company without Cause or resigns for Good Reason within 24 months following a Change of Control, he is entitled to a lump-sum severance equal to 3.0 times the sum of his Termination Base Salary and Target AICP. If his employment is terminated without Cause outside that 24‑month post–Change of Control period, he is entitled to a lump-sum severance equal to 1.5 times that sum, while all other terms of the Executive Agreement remain in effect.

Filing Explained

The July 9 amendment sets a 3.0x contingent CEO severance multiplier after a change of control; no payment is reported.

The July 9, 2026 Form 8-K discloses an effective amendment to Oil States International CEO Lloyd A. Hajdik’s executive agreement that restructures contingent severance calculations.

This is a contract change, not a reported severance payment: the company’s potential obligation is triggered only by the agreement’s specified qualifying termination conditions.

If the CEO is terminated without “Cause” or resigns for “Good Reason” within 24 months after a “Change of Control,” the lump-sum severance equals 3.0 times the sum of Termination Base Salary and Target AICP.

If the company terminates him without Cause outside that 24-month period, the amount equals 1.5 times the same two components.

The filing says all other terms of the Executive Agreement remain in full force and effect.

The filing does not provide the dollar amounts for Termination Base Salary or Target AICP, so the potential severance cannot be sized from the supplied evidence.

The specific milestones to monitor are a Change of Control and the CEO’s qualifying termination or Good Reason resignation during the following 24-month period, which determine whether the higher formula can apply.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Change-of-control severance multiple: 3.0 times Termination Base Salary and Target AICP Standard severance multiple: 1.5 times Termination Base Salary and Target AICP Change-of-control protection window: 24 months +1 more

4 metrics

Change-of-control severance multiple 3.0 times Termination Base Salary and Target AICP Applies if terminated without Cause or for Good Reason within 24 months after a Change of Control

Standard severance multiple 1.5 times Termination Base Salary and Target AICP Applies if terminated without Cause outside the 24-month post–Change of Control period

Change-of-control protection window 24 months Period following a Change of Control during which enhanced 3.0x severance may be triggered

Amendment effective date July 9, 2026 Date the amendment to the CEO’s Executive Agreement became effective

Key Terms

Change of Control, Good Reason, Cause, Termination Base Salary, +1 more

5 terms

Change of Control financial

"within twenty-four (24) months following a "Change of Control" (as defined in the Executive Agreement)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Good Reason financial

"terminated by the Company without "Cause" or resigns for "Good Reason" (each as defined in the Executive Agreement)"

Cause financial

"If the Company terminates Mr. Hajdik’s employment without Cause outside of the twenty-four (24) month period"

Termination Base Salary financial

"equal to 3.0 times the sum of his Termination Base Salary and Target AICP"

Target AICP financial

"equal to 1.5 times the sum of his Termination Base Salary and Target AICP"

FAQ

What change did Oil States International (OIS) make to its CEO’s contract?

Oil States International amended CEO Lloyd A. Hajdik’s Executive Agreement to restructure how severance is calculated for qualifying terminations. The amendment sets new severance multiples tied to Termination Base Salary and Target AICP after a Change of Control and for other terminations without Cause.

How much severance can the Oil States (OIS) CEO receive after a Change of Control?

Following a Change of Control, the CEO may receive a lump-sum severance equal to 3.0 times his Termination Base Salary plus Target AICP. This applies if he is terminated without Cause or resigns for Good Reason within 24 months after the Change of Control.

What severance multiple applies to the Oil States (OIS) CEO outside a Change of Control period?

If the company terminates the CEO’s employment without Cause outside the 24‑month period following a Change of Control, he is entitled to a lump-sum severance equal to 1.5 times the sum of his Termination Base Salary and Target AICP. Other contract terms remain unchanged.

Over what period does the Oil States (OIS) Change of Control severance protection apply?

The enhanced severance protection applies for 24 months following a Change of Control. During this 24‑month window, a termination without Cause or resignation for Good Reason can trigger the 3.0x severance multiple based on Termination Base Salary and Target AICP.

When did the amendment to the Oil States (OIS) CEO Executive Agreement become effective?

The amendment to CEO Lloyd A. Hajdik’s Executive Agreement became effective on July 9, 2026. From that date, the revised severance structure, including the 3.0x and 1.5x multiples of Termination Base Salary and Target AICP, governs qualifying termination events.

How are “Cause” and “Good Reason” determined in the Oil States (OIS) CEO agreement?

“Cause” and “Good Reason” are defined terms within the CEO’s Executive Agreement. The amendment references these existing definitions when outlining which termination events, including post–Change of Control situations, qualify for the 3.0x or 1.5x severance multiples.

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Available on EDGAR 07/13/2026 - 04:48 PM Accepted by SEC EDGAR 07/13/2026 - 04:47 PM

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): July 9, 2026

Oil States International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-16337

76-0476605

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

OIS

New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2026, Oil States International, Inc. (the “Company”) and Mr. Lloyd A. Hajdik, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to his Executive Agreement originally effective as of December 9, 2013 (as amended, the “Executive Agreement”), which restructures the calculation of severance benefits payable upon certain qualifying termination events. All other terms of the Executive Agreement remain in full force and effect.

Under the Amendment, if Mr. Hajdik is terminated by the Company without “Cause” or resigns for “Good Reason” (each as defined in the Executive Agreement) within twenty-four (24) months following a “Change of Control” (as defined in the Executive Agreement), Mr. Hajdik will be entitled to receive a lump sum severance payment equal to 3.0 times the sum of his Termination Base Salary and Target AICP (each as defined in the Executive Agreement). If the Company terminates Mr. Hajdik’s employment without Cause outside of the twenty-four (24) month period following a Change of Control, Mr. Hajdik would be entitled to receive a lump sum severance payment equal to 1.5 times the sum of his Termination Base Salary and Target AICP.

The foregoing description of the Amendment to Executive Agreement is only a summary and is qualified in its entirety by the terms of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


10.1			Amendment to Executive Agreement between Oil States International, Inc. and Lloyd A. Hajdik, effective July 9, 2026.
104			Cover 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:

July 9, 2026

By:

/s/ LLOYD A. HAJDIK

Lloyd A. Hajdik

President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 12.0 KB