OIL STATES (NYSE: OIS) CFO granted 28,471 shares, surrenders 12,057 for taxes

Rhea-AI Filing Summary

OIL STATES INTERNATIONAL, INC Executive VP, CFO & Treasurer Lloyd A. Hajdik reported compensation-related stock transactions. On February 18, 2026, he was granted 28,471 shares of common stock at $0.0000 per share as a performance-based award tied to cumulative EBITDA over a three-year period ending December 31, 2025.

On the same date, 12,057 shares of common stock were surrendered at $9.43 per share to cover tax liabilities arising from the vesting of these performance-based restricted stock units. Following these transactions, his directly held common stock position increased, with the filing showing updated ownership levels after each step.

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

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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^*

HAJDIK LLOYD A

(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)
	Executive VP, CFO & Treasurer

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	636,592	D
Common Stock	02/18/2026		F		12,057(2)	D	$9.43	624,535	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.
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FAQ

What insider transactions did OIS CFO Lloyd Hajdik report on this Form 4?

Lloyd A. Hajdik reported a grant of 28,471 shares of OIL STATES INTERNATIONAL common stock and the surrender of 12,057 shares to cover tax liabilities tied to vesting performance-based restricted stock units on February 18, 2026.

Was the OIS Form 4 transaction a buy or a sell of shares?

The Form 4 shows a mix of transactions: a grant/award acquisition of 28,471 shares at no cost and a tax-withholding disposition of 12,057 shares surrendered to satisfy tax liabilities, rather than an open-market purchase or sale of OIL STATES INTERNATIONAL stock.

What performance metric triggered the OIS CFO’s stock award on this Form 4?

The stock award reflects performance-based restricted stock units earned on cumulative EBITDA. The Compensation Committee certified achievement of a cumulative EBITDA metric measured over the three-year period from January 1, 2023 to December 31, 2025, leading to the 28,471-share grant.

Why were 12,057 OIS shares surrendered by the CFO in this filing?

The 12,057 OIL STATES INTERNATIONAL shares were surrendered to pay tax liabilities associated with the vesting of performance-based restricted stock units. This tax-withholding disposition is coded as an “F” transaction, meaning payment of tax liability by delivering securities instead of a market sale.

How many OIS shares does the CFO hold after these Form 4 transactions?

After the tax-withholding disposition, the filing shows 624,535 shares of OIL STATES INTERNATIONAL common stock, and after the subsequent 28,471-share grant, total direct ownership is reported as 636,592 shares held by Executive VP, CFO & Treasurer Lloyd A. Hajdik.

What time period did the OIS performance-based RSUs cover in this Form 4?

The performance-based restricted stock units covered cumulative EBITDA performance over a three-year period. The Compensation Committee certified achievement on February 18, 2026, based on cumulative EBITDA from January 1, 2023 through December 31, 2025, determining the 28,471 shares earned.