Oil States (NYSE: OIS) COO earns stock award, surrenders shares for tax

Rhea-AI Filing Summary

Oil States International EVP and COO Moses Philip Scott reported mixed equity transactions in company stock. He acquired 28,471 shares of common stock at no cost through the vesting of performance-based restricted stock units tied to cumulative EBITDA over a three-year period.

On the same date, 11,203 shares were surrendered at $9.43 per share to cover tax liabilities associated with this vesting, a non-market disposition. After these transactions, he directly owned 676,752.688 shares of Oil States International common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moses Philip Scott

(Last) (First) (Middle)

THREE ALLEN CENTER

333 CLAY STREET, SUITE 4620

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OIL STATES INTERNATIONAL, INC [ OIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		28,471(1)	A	$0	687,955.688	D
Common Stock	02/18/2026		F		11,203(2)	D	$9.43	676,752.688	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the number of shares earned in respect to cumulative EBITDA performance-based restricted stock units originally granted on February 16, 2023. On February 18, 2026, the Compensation Committee certified the achievement of the applicable performance metric, which measured cumulative EBITDA of the Company over the three-year period from January 1, 2023 to December 31, 2025.

2. Shares surrendered for payment of tax liability incident to vesting of performance-based restricted stock units.

Remarks:

	Brian E. Taylor, pursuant to power of attorney	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did OIS executive Moses Philip Scott report?

Moses Philip Scott reported receiving 28,471 Oil States common shares from performance-based restricted stock units and surrendering 11,203 shares to cover related tax liabilities, leaving him with 676,752.688 directly owned shares following the transactions on February 18, 2026.

How many Oil States (OIS) shares did Moses Philip Scott acquire?

He acquired 28,471 Oil States common shares at no cost upon vesting of performance-based restricted stock units. These units were earned based on cumulative EBITDA performance over a three-year period from January 1, 2023 to December 31, 2025, as certified by the Compensation Committee.

Why did Moses Philip Scott dispose of some OIS shares in this Form 4?

He surrendered 11,203 Oil States shares at $9.43 per share to satisfy tax liabilities triggered by the vesting of performance-based restricted stock units. This tax-withholding disposition was not an open-market sale but an administrative share surrender related to the equity award.

What is Moses Philip Scott’s Oil States (OIS) share ownership after these transactions?

Following the award vesting and tax withholding, Moses Philip Scott directly owns 676,752.688 shares of Oil States common stock. This figure reflects both the 28,471 performance-based shares that vested and the 11,203 shares surrendered to cover associated tax obligations on February 18, 2026.

What performance metric triggered Moses Philip Scott’s OIS share award vesting?

The vesting was tied to cumulative EBITDA performance for Oil States over a three-year period starting January 1, 2023 and ending December 31, 2025. The Compensation Committee certified achievement of the applicable metric on February 18, 2026, resulting in 28,471 shares becoming earned.