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What changed in OIL STATES INTERNATIONAL, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OIL STATES INTERNATIONAL, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+315 added−372 removedSource: 10-K (2026-03-04) vs 10-K (2025-02-21)

Top changes in OIL STATES INTERNATIONAL, INC's 2025 10-K

315 paragraphs added · 372 removed · 237 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+17 added−33 removed69 unchanged
Biggest changeThis segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies. Market Similar to our Completion and Production Services segment, demand for our Downhole Technologies segment products is predominantly tied to land-based oil and natural gas exploration and production activity levels in the United States and well decommissioning activity internationally.
Biggest changeThis segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies.
Item 1. Business Our Company Oil States International, Inc., through its subsidiaries, is a global provider of manufactured products and services to customers in the energy, industrial and military 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.
Item 1. Business Our Company Oil States International, Inc., through its subsidiaries, 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.
Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such energy companies created public nuisances by producing fuels that contributed to global warming effects or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their -13- investors or customers by failing to adequately disclose those impacts.
Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such energy companies created public nuisances by producing fuels that contributed to global warming effects or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
In addition, it is possible that other developments, such as stricter and more comprehensive environmental and occupational health and safety laws and regulations, claims for damages to property or persons or disruption of our customers’ operations resulting from our actions or omissions, and imposition of penalties due to our operations, could have a material adverse effect on us and our results of operations.
In addition, it is possible that other developments, such as stricter and more comprehensive environmental and occupational health and safety laws and regulations, claims for damages to property or persons or disruption of our customers’ operations resulting from our actions or omissions, and imposition of penalties due to our operations, could have a material adverse effect on us and our results of operations. -13-
The Financial Code of Ethics for Senior Officers applies to our principal executive officer, principal financial officer, principal accounting officer and other senior officers. Copies of such -4- documents will be provided to stockholders without charge upon written request to the corporate secretary at the address shown on the cover page of this Annual Report on Form 10‑K.
The Financial Code of Ethics for Senior Officers applies to our principal executive officer, principal financial officer, principal accounting officer and other senior officers. Copies of such documents will be provided to stockholders without charge upon written request to the corporate secretary at the address shown on the cover page of this Annual Report on Form 10‑K.
These governance policies, including our Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics, Financial Code of Ethics for Senior Officers, Supplier Code of Conduct and Human Rights Policy, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee and Nominating, Governance and Sustainability Committee) may also be viewed on our website.
These governance policies, including our Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics, Financial Code of Ethics for Senior Officers, Supplier Code of Conduct and Human Rights Policy, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee and Nominating, Governance and -4- Sustainability Committee) may also be viewed on our website.
For additional discussion of our business strategy, please read “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
For additional discussion of our business strategy, please read “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
As part of our long-term strategy, we continue to: review opportunities for offshore and international business expansion; strategically optimize our U.S. land-based operations; market new technology offerings; invest in research and development; and fund organic capital expenditures to enhance our cash flows, leverage our cost structure and increase our stockholders’ returns.
As part of our long-term strategy, we continue to: seek opportunities for offshore and international business expansion; strategically optimize our U.S. land-based operations; market new technology offerings; invest in research and development; and fund organic capital expenditures to enhance our cash flows, leverage our cost structure and increase our stockholders’ returns.
We believe backlog is an important indicator of future Offshore Manufactured Products’ shipments and major project revenues; however backlog as of any particular date may not be indicative of our actual operating results for any future period. The offshore construction and development business is characterized by lengthy projects and a “long lead-time” order cycle.
We believe backlog is an important indicator of future Offshore Manufactured Products’ shipments and revenues; however backlog as of any particular date may not be indicative of our actual operating results for any future period. The offshore construction and development business is characterized by lengthy projects and a “long lead-time” order cycle.
Bidding and quoting activity, along with customer orders, for offshore and international projects remained strong in 2024, following improvements in recent years in the longer-term outlook for the sustainability of crude oil and natural gas demand. With these market improvements, we grew our backlog and related project-driven revenues in 2024.
Bidding and quoting activity, along with customer orders, for offshore and international projects remained strong in 2025, following improvements in recent years in the longer-term outlook for the sustainability of crude oil and natural gas demand. With these market improvements, we grew our backlog and related project-driven revenues in 2025.
We recruit and train our workforce while providing competitive wages and benefits. Our industry is cyclical, leading to varying headcount needs during industry cycles. We prioritize recalling our experienced employees for manufacturing and field positions to the extent possible.
We recruit and train our workforce while providing competitive wages and benefits. Our industry is cyclical, leading to varying headcount needs during industry cycles. We prioritize retaining our experienced employees for manufacturing and field positions to the extent possible.
No customer in this segment represented more than 10% of our total consolidated revenue in any period presented. Our main competitors in this segment include Baker Hughes Company, Hutchinson Group (a subsidiary of Total S.A.), NOV Inc., OneSubsea (a joint venture between SLB, Aker Solutions and Subsea 7), Sparrows Offshore Group Limited and TenarisHydril (a division of Tenaris S.A.).
No customer in this segment represented more than 10% of our total consolidated revenue in any period presented. Our main competitors in this segment include Baker Hughes Company, Hutchinson Group (a subsidiary of Total S.A.), NOV Inc., OneSubsea (a joint venture between SLB, Aker Solutions and Subsea 7) and TenarisHydril (a division of Tenaris S.A.).
Regulatory agencies such as the federal Bureau of Safety and Environmental Enforcement and Bureau of Ocean Energy Management may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations to our oil and gas exploration and production customers with respect to their offshore operations or significantly increase financial assurances of operators for decommissioning of offshore facilities on the Outer Continental Shelf.
Regulatory agencies such as the federal Bureau of Safety and Environmental Enforcement and BOEM may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations to our oil and gas exploration and production customers with respect to their offshore operations or significantly increase financial assurances of operators for decommissioning of offshore facilities on the Outer Continental Shelf.
For more information, see our risk factor titled “Climatic impacts could adversely impact our operations or those of our customers or suppliers.” While we maintain insurance coverage for certain environmental and occupational health and safety risks that we believe is consistent with insurance coverage held by other similarly situated industry participants, our insurance does not cover any penalties or fines that may be issued by a government authority.
For more information, see our risk factor titled “Climate events could adversely impact our operations or those of our customers or suppliers.” While we maintain insurance coverage for certain environmental and occupational health and safety risks that we believe is consistent with insurance coverage held by other similarly situated industry participants, our insurance does not cover any penalties or fines that may be issued by a government authority.
See Note 14, “Segments and Related Information,” to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for financial information by segment along with a geographical breakout of revenues and long-lived assets for each of the three years in the period ended December 31, 2024.
See Note 13, “Segments and Related Information,” to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for financial information by segment along with a geographical breakout of revenues and long-lived assets for each of the three years in the period ended December 31, 2025.
There continues to be uncertainty on the federal government’s applicable jurisdictional reach under the Clean Water Act over waters of the United States, including wetlands as the EPA and the U.S. Army Corps of Engineers (“Corps”) under the Obama, Trump and Biden Administrations have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach.
There continues to be uncertainty on the federal government’s applicable jurisdictional reach under the Clean Water Act over waters of the United States (“WOTUS”), including wetlands as the EPA and the U.S. Army Corps of Engineers (“Corps”) have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach.
As of December 31, 2024, we provided completion and production services through 17 locations serving our customers in the United States, including the Gulf of America, and international markets. Employees in our Completion and Production Services segment typically rig up and operate our equipment on the well site for our customers.
As of December 31, 2025, we provided completion and production services through eight locations serving our customers in the United States, including the Gulf of America, and international markets. Employees in our Completion and Production Services segment typically rig up and operate our equipment on the well site for our customers.
Completion and Production Services Overview For the years ended December 31, 2024, 2023 and 2022, our Completion and Production Services segment generated 24% to 31% of our consolidated revenue. Our Completion and Production Services segment includes equipment and services that are used to establish and maintain the flow of oil and natural gas from a well throughout its life cycle.
Completion and Production Services Overview For the years ended December 31, 2025 and 2024, our Completion and Production Services segment generated 17% and 24%, respectively, of our consolidated revenue. Our Completion and Production Services segment includes equipment and services that are used to establish and maintain the flow of oil and natural gas from a well throughout its life cycle.
The primary drivers for this activity are the price of crude oil and, to a lesser extent, natural gas. Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices.
The primary driver for this activity is the price of crude oil and, to a lesser extent, natural gas. Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices.
We expect approximately 70% of our backlog as of December 31, 2024 to be recognized as revenue during 2025. In some instances, these purchase orders are cancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred. While backlog cancellations have historically been insignificant, material cancellations may occur in the future.
We expect approximately 50% of our backlog as of December 31, 2025 to be recognized as revenue during 2026. In some instances, these purchase orders are cancellable by the customer, subject to the payment of termination fees and/or the reimbursement of our costs incurred. While backlog cancellations have historically been insignificant, material cancellations could occur in the future.
U.S. well completion activity and, in turn, our Completion and Production Services segment results, are sensitive to near-term fluctuations in WTI crude oil and natural gas prices, given the shorter lead times for investment and the call-out nature of our operations in the segment.
U.S. well completion activity and, in turn, our Completion and Production Services segment results, are sensitive to near-term fluctuations in West Texas Intermediate (“WTI”) crude oil and natural gas prices, given the shorter lead times for investment and the call-out nature of our operations in the segment.
We were party to collective bargaining agreements covering approximately 350 employees located outside the United States as of December 31, 2024. We believe we have good labor relations with our employees.
We were party to collective bargaining agreements covering approximately 450 employees located outside the United States as of December 31, 2025. We believe we have good labor relations with our employees.
The more significant of these existing environmental and occupational health and safety laws and regulations include the following U.S. legal standards, as amended from time to time: • the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and that the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions; • the Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States; • U.S.
The more significant of these existing environmental and occupational health and safety laws and regulations include the following U.S. legal standards, as amended from time to time: • the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and that, historically, the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions, though the Trump Administration has made proposals to repeal or otherwise modify the EPA’s GHG “Endangerment Finding,” which underpins the majority of the EPA’s GHG emissions regulations; • the Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States; • U.S.
In past years, operator spending in our industry has been particularly focused on crude oil and liquids-rich exploration and development in the U.S. shale plays utilizing enhanced horizontal drilling and completion techniques. Offshore Manufactured Products Overview For the years ended December 31, 2024, 2023 and 2022, our Offshore Manufactured Products segment generated 44% to 57% of our consolidated revenue.
In past years, operator spending in our industry has been particularly focused on crude oil and liquids-rich exploration and development in the U.S. shale plays utilizing enhanced horizontal drilling and completion techniques. Offshore Manufactured Products Overview For the years ended December 31, 2025 and 2024, our Offshore Manufactured Products segment generated 64% and 57%, respectively, of our consolidated revenue.
Market The market for products and services offered by our Offshore Manufactured Products segment centers primarily on the development of infrastructure for offshore production facilities and their subsequent operations, exploration and drilling -6- activities, and to a lesser extent, on-vessel construction, refurbishments or upgrades.
We have facilities globally that support our Offshore Manufactured Products segment. -6- Market The market for products and services offered by our Offshore Manufactured Products segment centers primarily on the development of infrastructure for offshore production facilities and their subsequent operations, exploration and drilling activities, and to a lesser extent, aboard vessel construction, refurbishments or upgrades.
Backlog Offshore Manufactured Products’ backlog consists of firm customer purchase orders for which contractual commitments exist and delivery is scheduled. Backlog in our Offshore Manufactured Products segment was $311 million as of December 31, 2024, compared to $327 million as of December 31, 2023 and $300 million as of December 31, 2022.
Backlog Offshore Manufactured Products’ backlog consists of firm customer purchase orders for which contractual commitments exist and delivery is scheduled. Backlog in our Offshore Manufactured Products segment was $435 million as of December 31, 2025, compared to $311 million as of December 31, 2024.
We operate through three business segments – Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies – and maintain a leadership position with certain of our product and service offerings in each segment.
We operate through three business segments – Offshore Manufactured Products, Completion and Production Services and Downhole Technologies – and maintain a leadership position with certain of our product and service offerings in each segment.
Recent Developments Increased capital investments by our offshore and international customers in 2024 was offset by a decline in U.S. land-based investments by our customers, competitive market conditions and management’s decision to exit certain underperforming locations and service offerings in the United States, as shown below (in thousands).
Recent Developments Increased capital investments by our offshore and international customers in 2025 was offset by a decline in U.S. land-based investments, competitive market conditions, increased product costs (discussed below) and management’s decision to exit certain underperforming locations, service lines and product offerings in the United States.
Our operations are global and demand a multifaceted workforce, which we believe provides us with a competitive advantage and allows us to better understand and communicate with a wide population of constituents.
Our Global Workforce We recognize that our employees are critical to our long-term success. Our operations are global and demand a multifaceted workforce, which we believe provides us with a competitive advantage and allows us to better understand and communicate with a wide population of constituents.
As discussed previously, we saw continued growth and recovery in offshore and international project activity in 2024, offset by a decline in U.S. activity due to well completion efficiencies leading to higher production and a decline in commodity prices from 2023 levels. For additional information about activities in each of our segments, see “Part II, Item 7.
As discussed previously, we saw continued growth and recovery in offshore and international project activity in 2025, offset by weaker U.S. activity due to a decline in crude oil prices from 2024 levels following production increases by OPEC+ and operator well completion efficiencies. For additional information about activities in each of our segments, see “Part II, Item 7.
Given the highly cyclical nature of select U.S. service lines, we implemented strategic restructuring actions in our U.S. land-based businesses during 2024 to reduce costs and improve future operating margins.
Given the highly cyclical nature of select U.S. service lines, we strategically implemented restructuring actions in our U.S. land-based businesses to improve future operating margins.
In addition, we recently introduced other products and services used by non-oil and gas customers, including subsea mineral gathering systems, offshore wind applications, geothermal products and services, valves and sound and vibration dampening products used in military applications. We have facilities globally that support our Offshore Manufactured Products segment.
In addition, we recently introduced other products and services used by non-oil and gas customers, including subsea mineral gathering systems, offshore wind designs, geothermal products and services, valves and sound and vibration dampening products used in naval military applications.
Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices. -7- Our Completion and Production Services business, which is primarily marketed through the brand names Oil States Energy Services and Tempress, currently provides services used in the onshore and offshore oil and gas industry, including pressure control equipment, and downhole and extended-reach technologies.
Our Completion and Production Services business, which is primarily marketed through the brand names Oil States Energy Services and Tempress, currently provides services used in the onshore and offshore oil and gas industry, including pressure control equipment, and downhole and extended-reach technologies.
Additionally, in December 2023, the EPA published a final rule that established the so-called Quad Ob new source and Quad Oc first-time existing source standards of performance under applicable agency regulations established at 40 C.F.R. Part 60 for methane and volatile organic compound emissions for the crude oil and natural gas source category.
The OBBBA has since postponed the implementation of the methane emissions charge until 2034. Additionally, in December 2023, the EPA published a final rule that established the so-called Quad Ob new source and Quad Oc first-time existing source standards of performance under applicable agency regulations established at 40 C.F.R.
The Oklahoma Corporation Commission has similarly suspended certain deep disposal well operations in the recent past following earthquakes of certain magnitudes in Oklahoma. Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal.
Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal.
We own patents or have patents pending covering some of our technology, particularly in our wellhead frac stack equipment and downhole extended-reach technology product lines. Our customers in this segment include major, independent and private oil and gas companies and other large oilfield service companies.
We own patents or have patents pending covering some of our technology, particularly in our downhole extended-reach technology product line. Our customers in this segment include major, independent and private oil and gas companies and other large oilfield service companies. No customer in this segment represented more than 10% of our total consolidated revenue in any period presented.
Market, Services, Customers and Competitors Demand for our completion and production services is predominantly tied to the level of oil and natural gas exploration and production activity on land in the United States. The primary driver for this activity is the price of crude oil and, to a lesser extent, natural gas.
Market Similar to our Completion and Production Services segment, demand for our Downhole Technologies segment products is predominantly tied to land-based oil and natural gas exploration and production activity levels in the United States and abroad, and well decommissioning activity internationally. The primary drivers for this activity are the price of crude oil and, to a lesser extent, natural gas.
The EPA’s consideration of this standard remains ongoing. State implementation of a revised NAAQS could, among other things, require installation of new emission controls on some of our or our customers’ equipment, result in longer permitting timelines, and significantly increase our or our customers’ capital expenditures and operating costs. • Waters of the United States .
We cannot predict what further actions, if any, and on what timeline, the EPA may take with respect to these regulations, though state implementation of a revised NAAQS could, among other things, require installation of new emission controls on some of our or our customers’ equipment, result in longer permitting timelines, and significantly increase our or our customers’ capital expenditures and operating costs. • Waters of the United States .
Seasonality of Operations Our operations are directly impacted by customer budgets and seasonal weather conditions in certain areas in which we operate, most notably in the Rocky Mountain and Northeast regions of the United States, where severe winter weather conditions can restrict access to work areas.
Competition in the Downhole Technologies business is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain products and services. -8- Seasonality of Operations Our operations are directly impacted by customer budgets and seasonal weather conditions in certain areas in which we operate, most notably in the Rocky Mountain region of the United States, where severe winter weather conditions can restrict access to work areas.
Our customers’ capital spending programs are generally based on their outlook for near-term and long-term commodity prices, economic growth, commodity demand and estimates of resource production as well as regulatory and market pressures related to Environmental, Social and Governance (“ESG”) considerations.
Our customers’ capital spending programs are generally based on their outlook for near-term and long-term commodity prices, as well as economic growth, commodity demand and estimates of resource production, and regulatory pressures. As a result, demand for our products and services is largely sensitive to expectations regarding future crude oil and natural gas prices.
Such enhanced disclosure could increase our operating costs and may also lead to reputational or other harm with customers, regulators or other stakeholders.
Additionally, several states have enacted or are considering enhanced climate-related disclosure requirements. Such enhanced disclosure could increase our operating costs and may also lead to reputational or other harm with customers, regulators or other stakeholders, with varied and sometimes conflicting expectations and standards.
Although leasing has resumed, the areas offered for leasing in the 2024-2029 program are the smallest since federal offshore leasing for oil and gas development began. Future actions taken by the federal government to limit the availability of new oil and gas leases would adversely -11- impact the oil and gas industry and impact demand for our products and services.
However, future actions taken by the federal government to limit the availability of new oil and gas leases would adversely impact the oil and gas industry and impact demand for our products and services.
The Biden Administration has at times called for revisions and restrictions to the leasing and permitting programs for oil and gas development on federal lands and, for a time, suspended federal oil and gas leasing activities.
Previous administrations have at times called for revisions and restrictions to the leasing and permitting programs for oil and gas development on federal lands and, for a time, suspended federal oil and gas leasing activities. For example, in 2023, the DOI published a final offshore leasing program for 2024-2029.
In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along the Gulf Coast.
In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along the Gulf Coast. As a result, full-year results are not likely to be a direct multiple of any particular quarter or combination of quarters.
At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding GHG emissions reduction goals every five years after 2020. President Biden recommitted the United States to the Paris Agreement and, in April 2021, announced a GHG emissions reduction goal for the United States of 50% to 52% below 2005 levels by 2030.
At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding GHG emissions reduction goals every five years after 2020, though the United States is not currently a party to the Paris Agreement.
As a result, demand for our products and services is largely sensitive to expectations regarding future crude oil and natural gas prices. Our historical financial results reflect the cyclical nature of the oilfield services industry – witnessed by periods of increasing and decreasing activity in each of our operating segments.
Our historical financial results reflect the cyclical nature of the oilfield services industry – witnessed by periods of increasing and decreasing activity in each of our operating segments.
No customer in this segment represented more than 10% of our total consolidated revenue in any period presented. Competition in the Completion and Production Services segment is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain equipment and services.
Competition in the Completion and Production Services segment is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain equipment and services. Downhole Technologies Overview For the years ended December 31, 2025 and 2024, our Downhole Technologies segment contributed 18% and 19%, respectively, of our consolidated revenue.
Our expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing.
Products Product and service offerings for this segment utilize innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools. Our expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing.
The IRA 2022 also imposes the first-ever federal fee on the emission of GHGs through a methane emissions charge, which the EPA has finalized regulations to implement.
The IRA 2022 also imposes the first-ever federal fee on the emission of GHGs through a methane emissions charge, which the EPA has finalized regulations to implement, although the rule was repealed in March 2025 by a Joint Resolution of Disapproval under the Congressional Review Act and the EPA subsequently issued a final rule removing the rule from the Code of Federal Regulations.
As a result, full-year results are not likely to be a direct multiple of any particular quarter or combination of quarters. -8- Human Capital Employees As of December 31, 2024, we had a total of 2,439 full-time employees – with 60% in our Offshore Manufactured Products segment, 18% in our Completion and Production Services segment, 19% in our Downhole Technologies segment and 3% in our corporate headquarters.
Human Capital Employees As of December 31, 2025, we had a total of 2,172 full-time employees – with 63% in our Offshore Manufactured Products segment, 13% in our Completion and Production Services segment, 20% in our Downhole Technologies segment and 4% in our corporate headquarters.
Demand for this segment’s products is also influenced by continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity. Products Product and service offerings for this segment utilize innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools.
Activity levels have been, and we expect will continue to be, highly correlated with hydrocarbon commodity prices. Demand for this segment’s products is also influenced by continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.
As a result of these actions, our reported pre-tax results for 2024 included $24.6 million in non-cash goodwill, intangible asset and operating lease asset impairment charges as well as $13.7 million of facility consolidation and exit costs, patent defense and other charges.
As a result of these events, actions and assessments, our reported pre-tax results for 2025 included $121.1 million in non-cash asset impairment charges as well as $11.6 million of costs associated with facility exits and other charges. We also sold facilities, equipment and inventory for net proceeds of $20.2 million in 2025.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, certain federal laws, such as the IRA 2022, have been enacted to advance numerous climate-related objectives.
Certain federal laws, such as the IRA 2022, have been enacted to advance numerous climate-related objectives. However, certain of these initiatives have been paused, repealed or otherwise modified due to the passage of the OBBBA.
Following legal actions, implementation of the most -12- recent rule is currently split by jurisdiction, with 27 states subject to an injunction resulting in implementation of the pre-2015 rule taking into account the changes made by the Supreme Court decision in Sackett v. EPA .
Following legal actions on the final rule issued in January 2023 and the U.S. Supreme Court decision in Sackett v. EPA , the EPA issued a rule redefining WOTUS in September 2023, the implementation of which is currently split by jurisdiction.
Management actions in 2024 included: the consolidation, relocation and exit of certain underperforming locations; the exit of certain service offerings; reductions in our U.S. work force as well as the realignment of operations discussed below. We also incurred legal and other related costs to enforce certain patents related to our proprietary technologies.
These actions were concentrated in our U.S. land-focused operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain product and service offerings; the continued exit of facilities closed in 2024; and reductions in our U.S. workforce.
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Year ended December 31, 2024 2023 Change Revenues $ 692,588 $ 782,283 $ (89,695) Operating income (loss) (1) (1,689) 23,164 (24,853) Net income (loss) (1) (11,258) 12,891 (24,149) Cash flow from operations 45,894 56,575 (10,681) ____________________ (1) Operating loss in 2024 included $24.6 million in non-cash goodwill, intangible asset and operating lease asset impairment charges, as well as other charges totaling $13.7 million associated with facility consolidations and exits, patent defense and other management actions.
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Our U.S. land-based operations in 2025 suffered from the impact of a 15% decline in the 2025 average spot price of West Texas Intermediate (“WTI”) crude oil from the 2024 average following increased crude oil production by OPEC+.
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These charges were partially offset by a net gain of $15.3 million associated with the sale of a previously idled facility. Excluding these items, operating income would have been $21.3 million and net income would have been $11.2 million. In 2023, we began implementing initiatives, which continued throughout 2024, to reduce costs.
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In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy.
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Certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plugs and elastomer products) were integrated into the Downhole Technologies segment in early 2024 to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies.
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These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and increased the cost of certain products we manufacture in the United States compared to 2024 levels. We implemented certain initiatives in 2025 to further optimize our operations and reduce future costs.
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Historical financial data, supplemental disaggregated revenue and backlog information as of and for the years ended December 31, 2023 and 2022 (presented herein) were conformed with the 2024 segment presentation.
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We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, other market considerations and management decisions.
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Additionally, following the sale of its remaining U.S. land-based drilling rigs and the exit of the flowback and well testing service offering in the third quarter of 2024, our Well Site Services segment name was changed to the Completion and Production Services segment.
Added
On July 4, 2025, the United States enacted tax reform legislation through the OBBBA, which resulted in changes to U.S. tax and related laws, including certain key federal income tax provisions applicable to multinational companies such as ours.
Removed
In February 2024, we amended our senior secured credit facility, which provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), to extend its maturity date to February 16, 2028.
Added
These changes include, among others: the reinstatement of 100% bonus depreciation election for investments in qualifying property; the immediate deduction of domestic research and development expenditures; and manufacturing tax incentives related to goods sold outside the United States.
Removed
During 2024, we sold two manufacturing and service facilities that were classified as held for sale assets, generating net proceeds of $35.1 million, we purchased $14.2 million of our common stock, and we purchased $11.5 million principal amount of our 4.75% convertible senior notes (the “2026 Notes”) for $10.8 million.
Added
During 2025, we generated cash flow from operations of $105.1 million and materially delevered with the purchase of $70.8 million principal amount of our 4.75% convertible senior notes due April 1, 2026 (the “2026 Notes”). We also repurchased 3.3 million shares of our common stock for $16.6 million.
Removed
In October 2024, our Board of Directors also terminated our existing common stock repurchase program and replaced it with a new $50.0 million common stock repurchase authorization, which expires in October 2026. -5- Our Industry We provide a broad range of products and services to our customers through each of our business segments.
Added
On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility (the “Term Loan Facility”), replacing our existing asset-based credit agreement (the “ABL Agreement”).
Removed
The level of capital spending in recent years by oil and gas companies for exploration and production activities has improved from the lows observed during 2020 and 2021, which resulted from the economic downturn associated with the global response to the COVID-19 pandemic.
Added
See Note 16, “Subsequent Event,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information regarding the Cash Flow Credit Agreement. -5- Our Industry We provide a broad range of products and services to our customers through each of our business segments.
Removed
Downhole Technologies Overview For the years ended December 31, 2024, 2023 and 2022, our Downhole Technologies segment contributed 19% to 25% of our consolidated revenue. This segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations.
Added
Several operating locations and service offerings in this segment were restructured during 2024 and 2025. -7- Market, Services, Customers and Competitors Demand for our completion and production services is predominantly tied to the level of oil and natural gas exploration and production activity in the United States.
Removed
Competition in the Downhole Technologies business is widespread and includes many smaller companies, although we also compete with the larger oilfield service companies for certain products and services.
Added
The areas offered for leasing in the 2024-2029 program were the smallest since federal offshore leasing for oil and gas development began. However, more recently, the OBBBA mandated that the Bureau of Ocean Energy Management (“BOEM”) conduct a minimum of thirty lease sales in the Gulf of America through 2040.
Removed
Our focus on safety was recognized with the 2023 NOIA Safety in Seas Culture of Safety Award, which recognizes overall organizational immersion in, and commitment to, safety through measurable and sustained safety performance over a prolonged period of time. Our Global Workforce We recognize that our employees are critical to our long-term success.
Added
BOEM conducted the first lease sale required under the OBBBA in December 2025. In addition to the lease sales required under the OBBBA, the Secretary -11- of the Interior issued a proposed National Outer Continental Shelf Oil and Gas Leasing Program in November 2025, which includes 34 sales through 2031.
Removed
The Inflation Reduction Act (“IRA 2022”) contains provisions requiring particular offshore oil and gas lease sales under the 2017 – 2022 leasing program to proceed and the DOI has announced plans for those sales. In 2023, the DOI published a final offshore leasing program for 2024-2029.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

66 edited+20 added−18 removed129 unchanged
Biggest changeA worsening of these conditions may result in a material adverse impact on our financial condition, results of operations and cash flows. -14- The level of capital expenditures by companies in the crude oil and natural gas industry could remain highly volatile and have adverse effects on our business and operations due to numerous factors, including: • worldwide demand for and supply of oil and natural gas; • crude oil and natural gas prices; • inflation in wages, materials, parts, equipment and other costs; • the level of drilling and completion activity; • the level of oil and natural gas production; • the levels of oil and natural gas inventories; • depletion rates; • the expected cost of finding, developing and producing new reserves; • delays in major offshore and onshore oil and natural gas field permitting or development timetables; • the availability of attractive offshore and onshore oil and natural gas field prospects that may be affected by governmental actions or environmental activists that may restrict, suspend or cancel development; • the availability of transportation infrastructure for oil and natural gas, refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; • global weather conditions and natural disasters; • worldwide economic activity including growth in developing countries; • national government political requirements, including the ability and willingness of OPEC to set and maintain production levels and prices for oil and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets; • stockholder activism or activities by non-governmental organizations to limit or cease certain sources of funding for the energy sector or restrict the exploration, development, production and transportation of oil and natural gas; • the impact of military actions, including, but not limited to: energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • rapid technological change and the timing and extent of development of energy sources, including LNG as well as nuclear, solar, wind and other renewable energy sources; • environmental and other governmental laws, regulations and executive actions; and • U.S. and foreign tax policies, including those regarding tariffs, duties and global minimum tax rates.
Biggest changeThe level of capital expenditures by companies in the crude oil and natural gas industry could remain highly volatile and have adverse effects on our business and operations due to numerous factors, including: • worldwide demand for and supply of oil and natural gas; • crude oil and natural gas prices; • inflation in wages, materials, parts, equipment and other costs; • the level of drilling and completion activity; • the level of oil and natural gas production; • the levels of oil and natural gas inventories; • depletion rates; • the expected cost of finding, developing and producing new reserves; • delays in major offshore and onshore oil and natural gas field permitting or development timetables; • the availability of attractive offshore and onshore oil and natural gas field prospects that may be affected by governmental actions or environmental activists that may restrict, suspend or cancel development; • the availability of transportation infrastructure for oil and natural gas, refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; • global weather conditions and natural disasters; • worldwide economic activity including growth in developing countries; • national government political requirements, including oil and gas production levels among members of OPEC+ and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets; • stockholder activism or activities by non-governmental organizations to limit or cease certain sources of funding for the energy sector or restrict the exploration, development, production and transportation of oil and natural gas; • the impact of military actions, including, but not limited to: energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • rapid technological change and the timing and extent of development of energy sources, including LNG as well as nuclear, solar, wind and other renewable energy sources; • environmental and other governmental laws, regulations and executive actions; and • U.S. and foreign tax policies, including those regarding tariffs, duties and global minimum tax rates. -14- In response to lower oil prices, many of our customers have reduced or delayed their capital spending, which reduced the demand for our products and services and exerted downward pressure on the prices paid for our products and services.
Our actual costs, and any gross profit realized on these fixed-price contracts, may vary from the expected contract economics for various reasons, including but not limited to: • errors or omissions in estimates or bidding; • changes in availability and cost of materials and labor, including from price inflation and supply chain disruptions; • failures of our suppliers to deliver materials and other goods that comply with our specifications; • variations in productivity from our original estimates; • changes in tariffs or tax regimes; and • material changes in foreign currency exchange rates.
Our actual costs, and any gross profit realized on these fixed-price contracts, may vary from the expected contract economics for various reasons, including but not limited to: • errors or omissions in estimates or bidding; • changes in availability and cost of materials and labor, including from price inflation and supply chain disruptions; • failures of our suppliers to deliver materials and other goods that comply with our specifications; • variations in productivity from our original estimates; -18- • changes in tariffs or tax regimes; and • material changes in foreign currency exchange rates.
Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our customers’ hydrocarbon products and our products and services, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets, or ability to attract and retain a talented workforce.
Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our customers’ hydrocarbon products and our products and services, reduced profits, increased investigations and -25- litigation, and negative impacts on our stock price and access to capital markets, or ability to attract and retain a talented workforce.
Our capitalization and results of operations may change significantly following an acquisition, and our stockholders may not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in evaluating future acquisitions. Financial Risks We may be adversely affected by the effects of inflation and increases in tariffs on goods we import.
Our capitalization and results of operations may change significantly following an acquisition, and our stockholders may not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in evaluating future acquisitions. -17- Financial Risks We may be adversely affected by the effects of inflation and increases in tariffs on goods we import.
In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along -17- the Gulf Coast. As a result of these seasonal differences, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.
In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along the Gulf Coast. As a result of these seasonal differences, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.
Other opportunities in our industry and market interest in ESG and alternative energy sources may also make it more difficult for us to attract and retain employees who may prefer employment opportunities other than our business. The inability to attract, or the loss of, key personnel to competitors or companies in other industries could adversely affect us.
Other opportunities in our industry and market interest in alternative energy sources may also make it more difficult for us to attract and retain employees who may prefer employment opportunities other than our business. The inability to attract, or the loss of, key personnel to competitors or companies in other industries could adversely affect us.
In addition, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about such events or other similar risks, have in the past and may in the future lead to -18- acute or market-wide liquidity problems.
In addition, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about such events or other similar risks, have in the past and may in the future lead to acute or market-wide liquidity problems.
For example, the Organisation for Economic Co-operation and Development, an international association of 38 countries that includes the United States, has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%.
For example, the Organisation for Economic Co-operation and Development (the “OECD”), an international association of 38 countries that includes the United States, has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%.
As observed in the U.S. shale play regions such as the Permian Basin in 2022 and 2023, during periods of increased activity, the demand for such personnel is high, and the supply is limited. When these events occur, our cost structure increases and our growth potential could be impaired.
As observed in the U.S. shale play regions such as the Permian Basin in 2023, during periods of increased activity, the demand for such personnel is high, and the supply is limited. When these events occur, our cost structure increases and our growth potential could be impaired.
In addition, they could experience restrictions, delays or cancellations in the pursuit of production or development activities. Any of the foregoing could reduce demand for the products and services of one or more of our business segments and have a material adverse effect on our business, financial condition and results of operations.
In addition, they could experience restrictions, delays or cancellations in the pursuit of production or development activities. Any of the -22- foregoing could reduce demand for the products and services of one or more of our business segments and have a material adverse effect on our business, financial condition and results of operations.
We also face the following other risks related to our insurance coverage: • we may not be able to continue to obtain insurance on commercially reasonable terms; • we may be faced with types of liabilities that will not be covered by our insurance, such as damages from environmental contamination, fines and penalties imposed for failure to comply with applicable law, terrorist attacks or acts of war; • we may face difficulties obtaining or maintaining insurance coverage to the extent we do not meet the ESG-related conditions or requirements of our insurers; • the counterparties to our insurance contracts may pose credit risks; and • we may incur losses from interruption of our business or cybersecurity attacks that exceed our insurance coverage.
We also face the following other risks related to our insurance coverage: • we may not be able to continue to obtain insurance on commercially reasonable terms; • we may be faced with types of liabilities that will not be covered by our insurance, such as damages from environmental contamination, fines and penalties imposed for failure to comply with applicable law, terrorist attacks or acts of war; • we may face difficulties obtaining or maintaining insurance coverage to the extent we do not meet the sustainability- or environmental-related conditions or requirements of our insurers; • the counterparties to our insurance contracts may pose credit risks; and • we may incur losses from interruption of our business or cybersecurity attacks that exceed our insurance coverage.
Many of our competitors are large multi-national companies that may have significantly greater financial resources than we have, and they may be able to devote greater resources to research and development of new systems, services and technologies than we are able to do.
Many of our competitors are large multi-national companies that may have significantly greater financial resources than we have, and they may be able to devote greater resources to research and development of new -15- systems, services and technologies than we are able to do.
We have sought to strengthen our ESG performance through certain voluntary operational strategies, including, for example (i) pursuing a goal to reduce GHG emissions generated by us; (ii) seeking to co-locate certain of our facilities and common processes, where feasible, to mitigate our GHG emission impacts; (iii) pursuing the implementation of alternative energy systems (for example, solar power) at certain of our facilities, where applicable; (iv) seeking to identify and select low-impact energy providers, where geographically available; (v) evaluating the addition of an onboard system for our trucks that would link to integral vehicle systems to reduce vehicle idling time on work locations; and (vi) purchasing alternative fueled vehicles to reduce carbon-based emissions and improved technology offerings, as fleet replacements occur from time to time, among others.
We have sought to strengthen our sustainability and environmental performance through certain voluntary operational strategies, including, for example (i) pursuing a goal to reduce GHG emissions generated by us; (ii) seeking to co-locate certain of our facilities and common processes, where feasible, to mitigate our GHG emission impacts; (iii) pursuing the implementation of alternative energy systems (for example, solar power) at certain of our facilities, where applicable; (iv) seeking to identify and select low-impact energy providers, where geographically available; (v) evaluating the addition of an onboard system for our trucks that would link to integral vehicle systems to reduce vehicle idling time on work locations; and (vi) purchasing alternative fueled vehicles to reduce carbon-based emissions and improved technology offerings, as fleet replacements occur from time to time, among others.
We are required to at least annually review the goodwill and other intangible assets of our applicable reporting units (Offshore Manufactured Products, Completion and Production Services and Downhole Technologies) for impairment in value and to recognize a non-cash charge against earnings causing a corresponding decrease in stockholders’ equity if circumstances, some of which are beyond our control, indicate that the carrying amounts will not be recoverable.
We are required to at least annually review the goodwill and other intangible and long-lived assets of our applicable reporting units (Offshore Manufactured Products, Completion and Production Services and Downhole Technologies) for impairment in value and to recognize a non-cash charge against earnings causing a corresponding decrease in stockholders’ equity if circumstances, some of which are beyond our control, indicate that the carrying amounts will not be recoverable.
The realization of any of these threats could lead to the unauthorized access, corruption, loss, or disclosure of proprietary and sensitive data, including -16- proprietary information, intellectual property, and employee or customer data.
The realization of any of these threats could lead to the unauthorized access, corruption, loss, or disclosure of proprietary and sensitive data, including proprietary information, intellectual property, and employee or customer data.
Risks associated with our international operations include, but are not limited to: • expropriation, confiscation or nationalization of assets; • renegotiation or nullification of existing contracts; • foreign capital controls or similar monetary or exchange limitations; • foreign currency fluctuations; • foreign and global minimum taxation regulations; • tariffs and duties on imported and exported goods; • the inability to repatriate earnings or capital in a tax efficient manner; • changing political conditions; • economic or trade sanctions; • changing foreign and domestic monetary and trade policies; • regulatory restrictions or controls more stringently applied or enforced; • changes in trade activity; -20- • military or social situations, such as a widespread outbreak of an illness or other public health issues, in foreign areas where we do business, and the possibilities of war, other armed conflict or terrorist attacks; and • regional economic downturns.
Risks associated with our international operations include, but are not limited to: • expropriation, confiscation or nationalization of assets; • renegotiation or nullification of existing contracts; • foreign capital controls or similar monetary or exchange limitations; • foreign currency fluctuations; • foreign and global minimum taxation regulations; • import-export controls, including tariffs and duties on imported and exported goods; • the inability to repatriate earnings or capital in a tax efficient manner; • changing political conditions; • economic or trade sanctions; • changing foreign and domestic monetary and trade policies; • regulatory restrictions or controls more stringently applied or enforced; • changes in trade activity; • military or social situations, such as a widespread outbreak of an illness or other public health issues, in foreign areas where we do business, and the possibilities of war, other armed conflict or terrorist attacks; and • regional economic downturns.
Increasing attention to climate change, for example, may result in demand shifts for our customers’ hydrocarbon products and additional governmental investigations and private litigation against those customers. Our Board’s Nominating, Governance and Sustainability Committee is responsible for overseeing and managing our ESG initiatives. Committee members review the implementation and effectiveness of our ESG programs and policies.
Increasing attention to climate change, for example, may result in demand shifts for our customers’ hydrocarbon products and additional governmental investigations and private litigation against those customers. Our Board’s Nominating, Governance and Sustainability Committee is responsible for overseeing and managing our sustainability and environmental initiatives. Committee members review the implementation and effectiveness of our sustainability and environmental programs and policies.
Such sentiment may focus on our environmental or social commitments (such as reducing GHG emissions) or its pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.
Such sentiment may focus on our environmental or social commitments (such as reducing GHG emissions) or our potential pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.
Changes to applicable tax laws and regulations may result in our incurring additional income tax liabilities, which could have a material adverse effect on our business, results of operations and financial condition. We are subject to various complex and evolving U.S. federal, state, local and foreign taxes.
Changes to applicable tax laws and regulations may result in our incurring additional income tax liabilities, which could have a material adverse effect on our business, results of operations and financial condition. We are subject to various complex and evolving U.S. federal, state and local and non-U.S. taxes.
While no customer accounted for more than 10% of our consolidated revenues in 2024, 2023 or 2022, the loss of a significant portion of customers in any of our business segments, or a sustained decrease in demand by any of such customers, could result in a loss of revenues and could have a material adverse effect on our results of operations.
While no customer accounted for more than 10% of our consolidated revenues in 2025, 2024 or 2023, the loss of a significant portion of customers in any of our business segments, or a sustained decrease in demand by any of such customers, could result in a loss of revenues and could have a material adverse effect on our results of operations.
In response, regulators in states in which our customers operate have adopted additional requirements related to seismicity and its potential association with hydraulic fracturing. See “Part I, Item 1. Business–Environmental and Occupational Health and Safety Matters” for more discussion on these seismicity matters.
In response, regulators in states in which our customers operate, from time to time, have adopted additional requirements related to seismicity and its potential association with hydraulic fracturing. See “Part I, Item 1. Business–Environmental and Occupational Health and Safety Matters” for more discussion on these seismicity matters.
These incentives could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our products and services.
These incentives or similar future incentives could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our products and services.
Companies which do not adapt to or comply with such stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG-related issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Companies which do not adapt to or comply with such stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for sustainability-and environmental-related issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
U.S. federal, state, local and foreign tax laws, policies, statutes, rules, regulations or ordinances could be implemented, interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
U.S. federal, state and local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be implemented, interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
The ongoing military conflicts in Europe and the Middle East could cause market and other disruptions that could adversely affect us, such as: volatility in crude oil and natural gas prices, which can adversely affect demand for our products and services; further supply chain constraints and disruptions, or increased prices for certain raw materials and component parts, such as steel and forgings, that are used in products we manufacture and other products needed by our customers in connection with their ongoing operations; instability in financial markets; higher inflation; delays or cancellations of planned projects by our customers due to rising costs; changes in currency rates; and increases in cyberattacks and espionage.
The ongoing military conflicts in Europe and the Middle East and the risk of military action in South America could cause market and other disruptions that could adversely affect us, such as: volatility in crude oil and natural gas prices, which can adversely affect demand for our products and services; further supply chain constraints and disruptions, or increased prices for certain raw materials and component parts, such as steel, forgings and explosive products, that are used in products we manufacture and other products needed by our customers in connection with their ongoing operations; instability in financial markets; higher inflation; delays or cancellations of planned projects by our customers due to rising costs; changes in currency rates; and increases in cyberattacks and espionage.
While no other provisions for goodwill or other intangible asset impairment were recognized during 2024, it is possible that we could recognize goodwill or other intangible assets impairment losses in the future if, among other factors: • global economic and industry conditions deteriorate; • the outlook for future profits and cash flow for any of our reporting units deteriorate as the result of many possible factors, including, but not limited to, increased or unanticipated competition, lack of technological development, reductions in customer capital spending plans, loss of key personnel or customers, adverse legal or regulatory developments, future operating losses at a reporting unit, downward forecast revisions, or restructuring plans; • we implement certain strategic management actions; • costs of equity or debt capital increase further; • laws, executive actions or regulatory initiatives are imposed, which significantly restrict, delay or otherwise reduce the drilling, completion and production of oil and natural gas wells; • U.S. and/or foreign income tax rates increase, or regulations change; • valuations for comparable public companies or comparable acquisition valuations deteriorate; or • our stock price experiences a sustained decline.
While no other provisions for goodwill or other intangible and long-lived asset impairment were recognized during 2025, it is possible that we could recognize goodwill or other intangible and long-lived asset impairment losses in the future if, among other factors: • global economic and industry conditions deteriorate; • the outlook for future profits and cash flow for any of our reporting units deteriorate as the result of many possible factors, including, but not limited to, increased or unanticipated competition, increased trade restrictions or tariffs, lack of technological development, reductions in customer capital spending plans, loss of key personnel or customers, adverse legal or regulatory developments, future operating losses at a reporting unit, downward forecast revisions, or restructuring plans; • we implement certain strategic management actions; -19- • costs of equity or debt capital increase further; • laws, executive actions or regulatory initiatives are imposed, which significantly restrict, delay or otherwise reduce the drilling, completion and production of oil and natural gas wells; • U.S. and/or foreign income tax rates increase, or regulations change; • valuations for comparable public companies or comparable acquisition valuations deteriorate; or • our stock price experiences a sustained decline.
Moreover, we note that even with our governance oversight in place, we may not be able to adequately identify or manage ESG-related risks and opportunities, which may include failing to achieve ESG-related strategies and goals or inadvertently increasing certain risks with some stakeholders in an attempt to address those of other stakeholders.
Moreover, we note that even with our governance oversight in place, we may not be able to adequately identify or manage sustainability- and environmental-related risks and opportunities, which may include failing to achieve sustainability- and environmental-related strategies and goals or inadvertently increasing certain risks with some stakeholders in an attempt to address those of other stakeholders.
Also, despite any aspirational goals, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of changes in activity levels, potential costs or technical or operational obstacles.
Also, despite any aspirational goals, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate sustainability- or other environmental-related goals, but we cannot guarantee that we will be able to implement such goals because of changes in activity levels, potential costs or technical or operational obstacles.
Any of these developments could have a material adverse effect on our business, financial condition and results of operations. -22- Laws, regulations and other executive actions or regulatory initiatives regarding hydraulic fracturing could increase our costs of doing business and result in additional operating restrictions, delays or cancellations in the completion of oil and natural gas wells, or possible bans on the performance of hydraulic fracturing that may reduce demand for our products and services and could have a material adverse effect on our business, results of operations and financial condition.
Laws, regulations and other executive actions or regulatory initiatives regarding hydraulic fracturing could increase our costs of doing business and result in additional operating restrictions, delays or cancellations in the completion of oil and natural gas wells, or possible bans on the performance of hydraulic fracturing that may reduce demand for our products and services and could have a material adverse effect on our business, results of operations and financial condition.
Consideration of ESG-related factors in our decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may be subject to pressure in the media or through other means, such as governmental investigations, enforcement actions, or other proceedings, all of which could adversely affect our reputation, business, financial performance, market access and growth.
Consideration of sustainability- and environmental-related factors in our decision-making could be subject to increasing scrutiny and objection from such parties. As a result, we may be subject to pressure in the media or through other means, such as governmental investigations, enforcement actions, or other proceedings, all of which could adversely affect our reputation, business, financial performance, market access and growth.
Certain regulators, such as the SEC and various state agencies, as well as nongovernmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain ESG statements, goals or standards were misleading, false or otherwise deceptive.
Regulators, such as the SEC and various state agencies, as well as nongovernmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain sustainability and environmental statements, goals or standards were misleading, false or otherwise deceptive.
The IRA 2022 amends the federal CAA to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the offshore and onshore petroleum and natural gas production and gathering and boosting source categories.
In addition, the IRA 2022 amended the federal CAA to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the offshore and onshore petroleum and natural gas production and gathering and boosting source categories.
We rely on a variety of intellectual property rights that we use in our businesses, including our patents and proprietary rights relating to our FlexJoint ® , Merlin ® , Active Seat Gate Valves, Evolv ® and SmartStart Plus ® technologies, and intervention and downhole extended-reach tools (including our HydroPull ® tool) utilized in the completion or workover of oil and natural gas wells.
We rely on a variety of intellectual property rights that we use in our businesses, including our patents and proprietary rights relating to our FlexJoint ® , Merlin ® , Evolv ® and SmartStart Plus ® technologies, and intervention and downhole extended-reach tools (including our HydroPull ® tool) utilized in the completion or workover of oil and natural gas wells.
Seasonal differences in weather in the areas in which we operate, most notably in the Rocky Mountain and Northeast regions of the United States, where severe winter weather conditions occur, can also restrict our operations and those of our customers or suppliers.
Seasonal differences in weather in the areas in which we operate, most notably in the Rocky Mountain region of the United States, where severe winter weather conditions occur, can also restrict our operations and those of our customers or suppliers.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operations.
Certain statements or initiatives with respect to ESG matters that we may pursue or assert are increasingly subject to heightened scrutiny from the public and governmental authorities, as well as other parties.
Certain statements or initiatives with respect to sustainability and environmental matters that we may pursue or assert are increasingly subject to heightened scrutiny from the public and governmental authorities, as well as other parties.
Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given efficiencies gained and regulatory pressures have resulted in an oversupply of many of our products and services leading to competitive pressures and reduced prices we can charge our customers for these services and products.
Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given efficiencies gained and an increased focus on capital discipline have resulted in an oversupply of many of our products and services leading to competitive pressures and reduced prices we can charge our customers for these services and products.
While no final action has been taken on that proposal, the designation of previously unidentified endangered or threatened species or their critical habitats could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers’ operations to become subject to operating restrictions or bans, and limit future development activity in affected areas, which could reduce demand for our products and services to those customers. -25- Increasing attention to ESG matters may impact our business.
While no final action has been taken on that proposal, the designation of previously unidentified endangered or threatened species or their critical habitats could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers’ operations to become subject to operating restrictions or bans, and limit future development activity in affected areas, which could reduce demand for our products and services to those customers.
Conversely, during periods of reduced activity, such as 2024, we are forced to reduce headcount, freeze or reduce wages, and implement other cost-saving measures which could lead skilled personnel to migrate to other industries.
Conversely, during periods of reduced activity, such as 2024 and 2025, we are forced to reduce headcount and implement other cost-saving measures which could lead skilled personnel to migrate to other industries.
The adoption and implementation of new or more stringent international, federal or state executive actions, legislation, regulations or regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels.
The adoption and implementation of new international, federal or state executive actions, legislation, regulations or regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels, and thereby reduce demand for oil and natural gas, which could reduce -24- demand for our services and products.
The inability, or failure of, our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results. The ongoing military actions in Europe and the Middle East could adversely affect our business, financial condition and results of operations.
The inability, or failure of, our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results. -16- The ongoing military actions in Europe and the Middle East and the risk of military action in South America could adversely affect our business, financial condition and results of operations.
Business – Environmental and Occupational Health and Safety Matters” for more discussion on deepwater regulatory matters. -23- Any new legislation, executive actions or regulatory initiatives, whether in the United States or in other countries, that impose increased costs, more stringent operational standards or result in significant delays, cancellations or disruptions in our customers’ operations, increase the risk of losing leasing or permitting opportunities, expired leases due to the time required to develop new technology, increased supplemental bonding costs, or cause our customers to incur penalties, fines, or shut-in production at one or more of their facilities, any or all of which could reduce demand for our products and services.
Any new legislation, executive actions or regulatory initiatives, whether in the United States or in other countries, that impose increased costs, more stringent operational standards or result in significant delays, cancellations or disruptions in our customers’ operations, increase the risk of losing leasing or permitting opportunities, expired leases due to the time required to develop new technology, increased supplemental bonding costs, or cause our customers to incur penalties, fines, or shut-in production at one or more of their facilities, any or all of which could reduce demand for our products and services.
All of the above contemplated and non-contemplated changes in the applicable tax rules may have a material adverse effect on our business, results of operations and financial condition. Item 1B. Unresolved Staff Comments None.
The above contemplated changes in applicable tax laws and regulations may have a material adverse effect on our business, results of operations and financial condition. Item 1B. Unresolved Staff Comments None.
Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.
Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations. We export certain physical products outside of the United States.
Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given regulatory pressures has reduced the demand for, and the prices we are able to charge for, our products and services.
Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given an increased focus on capital discipline has reduced the demand for, and the prices we are able to charge for, our products and services.
Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, nuclear, geothermal, tidal and biofuels), and government grants, incentives and subsidies such as those contained in the IRA 2022, could reduce demand for hydrocarbons, and therefore demand for our products and services, which would have an adverse effect on our business and results of operations.
Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, nuclear, geothermal, tidal and biofuels), could reduce demand for hydrocarbons, and therefore demand for our products and services, which would have an adverse effect on our business and results of operations.
Compliance with these regulations and other regulatory initiatives, or any other new environmental laws and regulations could, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur increased capital or operating expenditures, which costs may be significant.
Business – Environmental and Occupational Health and Safety Matters” for more discussion on these matters. -23- Compliance with these regulations and other regulatory initiatives, or any future new environmental laws and regulations could, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur increased capital or operating expenditures, which costs may be significant.
Regulatory agencies may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations in offshore oil and natural gas exploration and production activities. See “Part I, Item 1.
Regulatory agencies may issue new or amended rulemakings regarding deepwater leasing, permitting or drilling that could result in more stringent or costly restrictions, delays or cancellations in offshore oil and natural gas exploration and production activities. See “Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters” for more discussion on deepwater regulatory matters.
Moreover, failure to comply with any applicable existing or newly established requirements, or the occurrence of an explosive incident, may also result in the loss of our ATF or analogous state and international license to store and handle explosives, which would have a material adverse effect on our business, financial condition and results of operations. -21- We may not have adequate insurance for potential liabilities and our insurance may not cover certain liabilities, including litigation risks.
Moreover, failure to comply with any applicable existing or newly established requirements, or the occurrence of an explosive incident, may also result in the loss of our ATF or analogous state and international license to store and handle explosives, which would have a material adverse effect on our business, financial condition and results of operations.
We may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require. We rely on our liquidity to pay our operating and capital expenditures, interest and principal payments on debt, taxes and other similar costs.
We may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require. We rely on our liquidity to pay our operating and capital expenditures, principal payments on debt (including the full retirement of our 2026 Notes upon maturity on April 1, 2026), interest, taxes and other similar costs.
As a result of competition, we may lose market share or be unable to maintain or increase prices for our present products and services, or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition and results of operations. -15- Consolidation of our customers and competitors may impact our results of operations.
As a result of competition, we may lose market share or be unable to maintain or increase prices for our present products and services, or to acquire additional business opportunities, which has had and may in the future have a material adverse effect on our business, financial condition and results of operations.
While we cannot predict with certainty the impact of any new or increased tariffs, or the impact of any retaliatory tariffs, if we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected.
If we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected.
Companies across all industries are facing increasing scrutiny from investors, customers, employees, regulatory bodies and other stakeholders related to their ESG practices.
Increasing attention to sustainability and environmental matters may impact our business. Companies across all industries are facing increasing scrutiny from investors, customers, employees, regulatory bodies and other stakeholders related to their sustainability and environmental practices.
As of December 31, 2024, goodwill and other intangible assets represented 7% and 13%, respectively, of our total assets. We record goodwill when the consideration we pay in acquiring a business exceeds the fair market value of the tangible and separately measurable intangible net assets of that business.
We record goodwill when the consideration we pay in acquiring a business exceeds the fair market value of the tangible and separately measurable intangible net assets of that business.
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum.
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through -20- executive orders, on a variety of imported raw materials and products, including steel and aluminum.
The products that we manufacture and the services that we provide are complex, and the failure of our equipment to operate properly or to meet specifications may greatly increase our customers’ costs.
We may not have adequate insurance for potential liabilities and our insurance may not cover certain liabilities, including litigation risks. The products that we manufacture and the services that we provide are complex, and the failure of our equipment to operate properly or to meet specifications may greatly increase our customers’ costs.
We maintain insurance to cover many of our potential losses, and we are subject to various self-retentions and deductibles under our insurance policies. It is possible, however, that a judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters.
It is possible, however, that a judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters.
However, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, financial condition and results of operation. -24- Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we provide.
Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we provide.
Royalty payments under a license from third parties, if available, would increase our costs. If a license was not available, we might not be able to continue providing a particular service or product.
Royalty payments under a license from third parties, if available, would increase our costs. If a license was not available, we might not be able to continue providing a particular service or product. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.
Some of these claims may relate to the activities of businesses that we have sold, and some may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses.
Some of these claims may relate to the activities of businesses that we have sold, and some may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses. -21- We maintain insurance to cover many of our potential losses, and we are subject to various self-retentions and deductibles under our insurance policies.
However, on his first day in office, President Trump signed several Executive Orders rescinding many of the previous administration’s climate-related initiatives, including withdrawing from the Paris Agreement and pausing the disbursement of certain IRA 2022 funding.
However, President Trump has signed several Executive Orders rescinding many of the previous administration’s climate-related initiatives, including withdrawing from the Paris Agreement and pausing the disbursement of certain IRA 2022 funding, and the Trump Administration has made various proposals to repeal or otherwise modify requirements related to GHG emissions.
As a result, a material decrease in the value of these currencies relative to the U.S. dollar may have a negative impact on our reported results of operations and cash flows.
As a result, a material decrease in the value of these currencies relative to the U.S. dollar may have a negative impact on our reported results of operations and cash flows. Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition, cash flows and results of operations.
Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling and completion activities designed to protect various wildlife, which may limit our ability to operate in protected areas.
Department of the Interior issued a memorandum that reinstated the interpretation that the MBTA’s prohibition only applies to “affirmative actions that have as their purpose the taking or killing of migratory birds, their nests, or their eggs.” Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling and completion activities designed to protect various wildlife, which may limit our ability to operate in protected areas.
Fish and Wildlife Service (“FWS”) (under the first Trump Administration) issued a final rule on January 7, 2021, which notably clarifies that criminal liability under the MBTA will apply only to actions “directed at” migratory birds, their nests, or their eggs; however, in October 2021, the FWS under the Biden Administration revoked the Trump Administration’s rule on incidental take and published an advanced notice of proposed rulemaking to codify a general prohibition on incidental take while establishing a process to regulate or permit exceptions to such a prohibition.
Fish and Wildlife Service (“FWS”) under the Biden Administration published an advanced notice of proposed rulemaking to codify a general prohibition on incidental take while establishing a process to regulate or permit exceptions to such a prohibition. The Trump Administration has since withdrawn that advanced notice of proposed rulemaking and, in April 2025, the U.S.
In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In addition, in response to Russia’s invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests.
In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, existing trade agreements, anti-dumping and countervailing duty regulations and more.
Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition, cash flows and results of operations. -19- Given the cyclical nature of our business, a severe prolonged downturn could negatively affect the value of our goodwill and other intangible assets.
Given the cyclical nature of our business, a severe prolonged downturn could negatively affect the value of our goodwill and other intangible and long-lived assets. As of December 31, 2025, goodwill and other intangible and long-lived assets represented 8%, 4% and 29%, respectively, of our total assets.
Removed
As further discussed in Note 4, Asset Impairments and Other Charges and Credits, in 2024 we recognized a goodwill impairment charge of $10.0 million in our Downhole Technologies segment associated with the realignment of operations between our Offshore Manufactured Products and our Downhole Technologies segments.
Added
A continuation or worsening of these conditions may result in a material adverse impact on our financial condition, results of operations and cash flows.
Removed
Additionally, we recognized intangible asset impairments totaling $10.8 million associated with the decision to exit a service offering in our Completion and Production Services segment.
Added
Consolidation of our customers and competitors may impact our results of operations.
Removed
In addition, the Trump Administration has proposed the imposition of certain new tariffs. The effect of these sanctions and tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters.
Added
For example, in 2025, U.S. tariffs on certain steel and other metal components we import from China substantially increased the cost of those products, and President Trump has threatened additional increased tariffs on goods imported from China as result of current Chinese trade policy.
Removed
Additionally, the BLM has recently finalized rules to update the terms of federal oil and gas leases, including increasing the associated costs and fees.
Added
As further discussed in Note 2, “Summary of Significant Accounting Policies,” in 2025 we recognized intangible and other long-lived asset impairment charges of $91.9 million in our Downhole Technologies reporting unit due to, among other factors, reduced future cash flow expectations given weak energy market conditions resulting from the decline in U.S. land-based customer activity levels, competitive market conditions, increased U.S. tariffs on imported materials and managements decisions.
Removed
Business – Environmental and Occupational Health and Safety Matters” for more discussion on these matters.
Added
In 2025 we also recognized non-cash operating lease impairment charges of $1.3 million within our Completion and Production Services segment related to facility closures.
Removed
Such legislation or regulations could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil and natural gas, which could reduce demand for our services and products.
Added
For example, in the third quarter of 2025, U.S. tariffs on certain steel and other metal components we import from China substantially increased the cost of those products, and President Trump has threatened additional increased tariffs on goods imported from China as result of current Chinese trade policy.
Removed
While comments have been closed, no final action has been taken on the proposed rulemaking at this time and it is uncertain what actions, if, any, the Trump Administration may take regarding such rule.
Added
We cannot predict with certainty the duration of tariffs currently in place, the impact of any new or increased tariffs, or the impact of any retaliatory tariffs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeShould we be unable to successfully detect and defend against cybersecurity threats in the future, we may experience significant expenses, potential investigations and legal liability, liquidated contractual damages, a loss of current or future customers, and reputational damage.
Biggest changeShould we be unable to successfully detect and defend against cybersecurity threats in the future, we may experience significant expenses, potential investigations and legal liability, liquidated contractual damages, a loss of current or future customers, and reputational damage. See “Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.
We have implemented processes requiring that material cybersecurity events, or losses of customer or personal data, are reported to affected parties, applicable regulatory authorities and management, as appropriate. The above cybersecurity risk management processes are integrated into our overall enterprise risk management process. Governance Management is responsible for assessing, identifying, and managing risks from cybersecurity threats.
We have implemented processes requiring that material cybersecurity events, or losses of customer or personal data, are reported to affected parties, applicable regulatory authorities and management, as appropriate. The above cybersecurity risk management processes are integrated into our overall enterprise risk management process. -27- Governance Management is responsible for assessing, identifying, and managing risks from cybersecurity threats.
Risk Management Process We strive to follow the guidelines set by the National Institute of Standards and Technology Cybersecurity Framework to manage information assets, protect sensitive data and mitigate security risks. To address risks from cybersecurity threats, we -27- maintain an information security team, automated monitoring and detection services, and policies and procedures for managing risks to our information systems.
Risk Management Process We strive to follow the guidelines set by the National Institute of Standards and Technology Cybersecurity Framework to manage information assets, protect sensitive data and mitigate security risks. To address risks from cybersecurity threats, we maintain an information security team, automated monitoring and detection services, and policies and procedures for managing risks to our information systems.
Removed
See “Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems. -28-

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−1 removed1 unchanged
Biggest changeCompletion and Production Services – Houston and Midland, Texas; New Iberia, Broussard and Houma, Louisiana; Oklahoma City, Oklahoma; Casper and Rock Springs, Wyoming; Williston, North Dakota and Renton, Washington in the United States; and Red Deer, Alberta, Canada.
Biggest changeCompletion and Production Services – Houston, Texas; New Iberia, Broussard and Houma, Louisiana; Rock Springs, Wyoming; Williston, North Dakota and Renton, Washington in the United States; and Red Deer, Alberta, Canada. Downhole Technologies – Nunn, Colorado; Tulsa, Oklahoma; Millsap, Fort Worth, Lampasas and Midland, Texas; Casper, Wyoming; and Clearfield, Pennsylvania in the United States; and Aberdeen, Scotland.
Item 2. Properties We own and lease numerous manufacturing facilities, service centers, sales and administrative offices, storage yards and data processing centers in support of our worldwide operations. The following presents the location of our principal owned or leased facilities, by segment as of December 31, 2024.
Item 2. Properties We own and lease numerous manufacturing facilities, service centers, sales and administrative offices, storage yards and data processing centers in support of our worldwide operations. The following presents the location of our principal owned or leased facilities, by segment as of December 31, 2025.
We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing additional suitable space upon the expiration of our current lease terms.
Our principal corporate offices are located in Houston, Texas. -28- We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing additional suitable space upon the expiration of our current lease terms.
Removed
Downhole Technologies – Nunn, Colorado; Tulsa, Oklahoma; Millsap, Fort Worth, Lampasas and Midland, Texas; and Clearfield, Pennsylvania in the United States; and Aberdeen, Scotland. Our principal corporate offices are located in Houston, Texas.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−4 removed1 unchanged
Biggest changeCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Oil States International, Inc., the S&P 500 Index, the PHLX Oil Service Sector Index, our Old Peer Group (1) and our New Peer Group (2) -30- 2019 2020 2021 2022 2023 2024 Oil States International, Inc. $ 100.00 $ 30.78 $ 30.47 $ 45.74 $ 41.63 $ 31.02 Old Peer Group (1) $ 100.00 $ 58.37 $ 61.40 $ 98.48 $ 99.60 $ 107.37 New Peer Group (2) $ 100.00 $ 60.02 $ 63.17 $ 90.17 $ 97.35 $ 109.02 PHLX Oil Service Sector $ 100.00 $ 57.92 $ 69.94 $ 112.94 $ 115.10 $ 101.68 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 ____________________ (1) The twelve companies included in our first customized peer group (“Old Peer Group”) are: Archrock, Inc., Core Laboratories N.V., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Innovex International, Inc., (Dril-Quip, Inc., prior to merger), NPK International, Inc.
Biggest changeThe following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. -30- COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Oil States International, Inc., the S&P 500 Index, the PHLX Oil Service Sector Index, our Peer Group (1) 2020 2021 2022 2023 2024 2025 Oil States International, Inc. $ 100.00 $ 99.00 $ 148.61 $ 135.26 $ 100.80 $ 134.86 Peer Group (1) $ 100.00 $ 105.25 $ 150.24 $ 162.20 $ 181.63 $ 196.02 PHLX Oil Service Sector $ 100.00 $ 120.74 $ 194.98 $ 198.71 $ 175.53 $ 181.73 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 ____________________ (1) The twelve companies included in our customized peer group (“Peer Group”) are: Archrock, Inc., Core Laboratories N.V., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Innovex International, Inc., (Dril-Quip, Inc., prior to merger), NPK International, Inc.
The graph and chart show the value at the dates indicated of $100 invested as of December 31, 2019 and assume the reinvestment of all dividends. The stockholder return set forth below is not necessarily indicative of future performance.
The graph and chart show the value at the dates indicated of $100 invested as of December 31, 2020 and assume the reinvestment of all dividends. The stockholder return set forth below is not necessarily indicative of future performance.
Performance Graph The following graph and table compare the cumulative five-year total stockholder return on our common stock relative to the cumulative total returns of the Standard & Poor’s 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of our peer group, and customized peer groups of twelve companies, with the individual companies listed in footnotes (1) and (2) below, respectively for the period from December 31, 2019 to December 31, 2024.
Performance Graph The following graph and table compare the cumulative five-year total stockholder return on our common stock relative to the cumulative total returns of the Standard & Poor’s 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of our peer group, and a customized peer group of twelve companies, with the individual companies listed in footnote (1) below, respectively for the period from December 31, 2020 to December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Information Our authorized common stock consists of 200,000,000 shares of common stock. There were 61,760,608 shares of common stock outstanding as of February 14, 2025. The approximate number of record holders of our common stock as of February 14, 2025 was 150.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Information Our authorized common stock consists of 200,000,000 shares of common stock. There were 60,206,305 shares of common stock outstanding as of February 20, 2026. The approximate number of record holders of our common stock as of February 20, 2026 was 150.
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “OIS”. We have not declared or paid any cash dividends on our common stock since our initial public offering in 2001 and, while permitted, our ABL Facility limits the payment of dividends. For additional discussion of such restrictions, see “Part II, Item 7.
Our common stock is traded on the New York Stock Exchange (“NYSE”) and NYSE Texas under the ticker symbol “OIS”. We have not declared or paid any cash dividends on our common stock since our initial public offering in 2001 and, while permitted, our Cash Flow Credit Agreement limits the payment of dividends.
(formerly Select Energy Services, Inc.), and TETRA Technologies, Inc. Information used in the graph and table was obtained from Research Data Group, Inc., a source believed to be reliable, but we are not responsible for any errors or omissions in such information. Used with permission. Unregistered Sales of Equity Securities and Use of Proceeds None.
(formerly Newpark Resources, Inc.), Oceaneering International, Inc., ProPetro Holding Corp., RPC, Inc., Select Water Solutions, Inc. (formerly Select Energy Services, Inc.), and TETRA Technologies, Inc. Information used in the graph and table was obtained from Research Data Group, Inc., a source believed to be reliable, but we are not responsible for any errors or omissions in such information.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
For additional discussion of such restrictions, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchases Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 1 through October 31, 2024 — $ — — $ 50,000,000 November 1 through November 30, 2024 890,484 5.34 890,484 45,245,016 December 1 through December 31, 2024 730,020 5.26 730,020 41,306,216 Total 1,620,504 $ 5.30 1,620,504 ____________________ (1) Average price paid per share excludes the impact of excise taxes.
Purchases of Equity Securities by the Issuer and Affiliated Purchases Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 1 through October 31, 2025 — $ — — $ 25,119,827 November 1 through November 30, 2025 67,944 6.15 67,944 24,697,477 December 1 through December 31, 2025 — — — 24,697,602 Total 67,944 $ 6.15 67,944 ____________________ (1) Average price paid per share excludes the impact of excise taxes.
As of December 31, 2024, $8.7 million of share repurchases were made under this new authorization. Item 6. [Reserved]
(2) In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 2026. As of December 31, 2025, $25.3 million of share repurchases have been made under this authorization. -31- Item 6. [Reserved]
Removed
The following graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
Added
Used with permission. Unregistered Sales of Equity Securities and Use of Proceeds None.
Removed
(formerly Newpark Resources, Inc.), Oceaneering International, Inc., RPC, Inc., Select Water Solutions, Inc. (formerly Select Energy Services, Inc.), and TETRA Technologies, Inc.
Removed
(2) The twelve companies included in our second customized peer group (“New Peer Group”) are: Archrock, Inc., Core Laboratories N.V., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Innovex International, Inc., (Dril-Quip, Inc., prior to merger), NPK International, Inc. (formerly Newpark Resources, Inc.), Oceaneering International, Inc., ProPetro Holding Corp., RPC, Inc., Select Water Solutions, Inc.
Removed
(2) In February 2023, our Board approved a share repurchase program of up to $25.0 million, through February 2025. On October 24, 2024, our Board of Directors terminated our existing common stock repurchase program and replaced it with a new $50.0 million common stock repurchase authorization, which expires in October 2026.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−11 removed0 unchanged
Biggest changeItem 6. [Reserved] 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8. Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A. Controls and Procedures 48 Item 9B.
Biggest changeItem 6. [Reserved] 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8. Financial Statements and Supplementary Data 46 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 46 Item 9A. Controls and Procedures 46 Item 9B.
Removed
Other Information 49 PART III Item 10. Directors, Executive Officers and Corporate Governance 50 Item 11. Executive Compensation 50 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50 Item 13. Certain Relationships and Related Transactions, and Director Independence 50 Item 14. Principal Accounting Fees and Services 50 PART IV Item 15.
Removed
Form 10-K Summary 53 SIGNATURES 54 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 55 -2- PART I C autionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).
Removed
Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” below. You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words.
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Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances.
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While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements.
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The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us: • the impact of the ongoing military actions in Europe and the Middle East, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • the ability and willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations to set and maintain oil production levels and pricing; • the level of supply of 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; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • the impact of disruptions in the bank and capital markets; • the financial health of our customers; • the impact of environmental matters, including executive actions and regulatory or legislative 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, such as the Biden Administration’s pause on pending decisions on certain new exports of liquefied natural gas (“LNG”) and whether the Trump Administration will reverse such pause; • proposed new rules by the Securities and Exchange Commission (the “SEC”) relating to the disclosure of a range of climate-related information and risks, if enacted; • political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change; • the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities; • general global economic conditions; • global weather conditions and natural disasters, including hurricanes in the Gulf of America (formerly named the Gulf of Mexico); • changes in tax laws and regulations as well as volatility in the political, legal and regulatory environments in connection with the recent U.S. presidential election; • supply chain disruptions, including as a result of labor unrest; • the impact of changes in tariffs and duties on imported materials and exported finished goods; -3- • our ability to timely obtain and maintain critical permits for operating facilities; • our ability to attract and retain skilled personnel; • our ability to develop new competitive technologies and products; • inflation, including our ability to increase prices to our customers as our costs increase; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; • the cost of capital in the bank and capital markets and our ability to access them; • our ability to protect and enforce our intellectual property rights; • negative outcome of litigation, threatened litigation or government proceedings; • our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and • the other factors identified in “Part I, Item 1A.
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Risk Factors.” Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected.
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In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.
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We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made. In addition, in certain places in this Annual Report on Form 10-K, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry.
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We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+40 added−67 removed32 unchanged
Biggest changeConsolidated Results of Operations The following summarizes our consolidated results of operations for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share amounts): Variance 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenues: Products $ 402,565 $ 418,550 $ 385,564 $ (15,985) $ 32,986 Services 290,023 363,733 352,142 (73,710) 11,591 692,588 782,283 737,706 (89,695) 44,577 Costs and expenses: Product costs 314,628 328,815 307,371 (14,187) 21,444 Service costs 221,573 278,073 271,185 (56,500) 6,888 Cost of revenues (exclusive of depreciation and amortization expense presented below) 536,201 606,888 578,556 (70,687) 28,332 Selling, general and administrative expenses 95,009 94,185 96,038 824 (1,853) Depreciation and amortization expense 54,708 60,778 67,334 (6,070) (6,556) Impairment of goodwill 10,000 — — 10,000 — Impairments of intangible assets 10,787 — — 10,787 — Impairments of operating lease assets 3,767 — — 3,767 — Other operating income, net (1) (16,195) (2,732) (7,127) (13,463) 4,395 694,277 759,119 734,801 (64,842) 24,318 Operating (loss) income (1,689) 23,164 2,905 (24,853) 20,259 Interest expense, net (7,731) (8,189) (10,280) 458 2,091 Other income, net 1,568 849 3,315 719 (2,466) (Loss) income before income taxes (7,852) 15,824 (4,060) (23,676) 19,884 Income tax provision (3,406) (2,933) (5,480) (473) 2,547 Net (loss) income $ (11,258) $ 12,891 $ (9,540) $ (24,149) $ 22,431 Net (loss) income per share: Basic $ (0.18) $ 0.20 $ (0.15) Diluted (0.18) 0.20 (0.15) Weighted average number of common shares outstanding: Basic 62,004 62,690 61,638 Diluted 62,004 63,152 61,638 _______________ (1) During 2024, we recognized a net gain of $15.3 million associated with the sale of a previously idled facility.
Biggest changeConsolidated Results of Operations The following summarizes our consolidated results of operations for the years ended December 31, 2025 and 2024 (in thousands, except per share amounts): Year Ended December 31, 2025 2024 Variance Revenues: Products $ 436,397 $ 402,565 $ 33,832 Services 232,591 290,023 (57,432) 668,988 692,588 (23,600) Costs and expenses: Product costs (1) 367,397 314,628 52,769 Service costs 168,337 221,573 (53,236) Cost of revenues (exclusive of depreciation and amortization expense presented below) (1) 535,734 536,201 (467) Selling, general and administrative expenses 90,425 95,009 (4,584) Depreciation and amortization expense 47,439 54,708 (7,269) Long-lived and other asset impairments 100,321 24,554 75,767 Other operating income, net (2) (6,960) (16,195) 9,235 766,959 694,277 72,682 Operating loss (97,971) (1,689) (96,282) Interest expense, net (5,852) (7,731) 1,879 Other income, net 1,291 1,568 (277) Loss before income taxes (102,532) (7,852) (94,680) Income tax provision (6,845) (3,406) (3,439) Net loss $ (109,377) $ (11,258) $ (98,119) Net loss per share: Basic $ (1.86) $ (0.18) Diluted (1.86) (0.18) Weighted average number of common shares outstanding: Basic 58,697 62,004 Diluted 58,697 62,004 _______________ (1) During 2025, we recognized an inventory impairment charge of $20.8 million (in product cost).
Prior to the sale of its drilling rigs in August of 2024, the segment also provided land drilling services in the United States. U.S. drilling and completion activity and, in turn, our Completion and Production Services results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of its operations.
Prior to the sale of its drilling rigs in August of 2024, the segment also provided land drilling services in the United States. U.S. drilling and completion activity and, in turn, our Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of its operations.
The critical accounting policies and estimates described in this section are those that are most -45- important to the depiction of our financial condition and results of operations and the application of which requires our most subjective judgments in making estimates about the effect of matters that are inherently uncertain.
The critical accounting policies and estimates described in this section are those that are most important to the depiction of our financial condition and results of operations and the application of which requires our most subjective judgments in making estimates about the effect of matters that are inherently uncertain.
U.S. drilling, completion and production activity and, in turn, our financial results, are sensitive to near-term fluctuations in commodity prices, particularly U.S. crude oil and natural gas prices, given the short-term, call-out nature of our U.S. operations.
U.S. drilling, completion and production activity and, in turn, our financial results, are sensitive to near-term fluctuations in commodity prices, particularly U.S. WTI crude oil and natural gas prices, given the short-term, call-out nature of our U.S. operations.
The majority of our revenue recognized at a point in time is derived from short-term contracts for standard products offered by us. Revenue on these contracts is recognized when control over the product has transferred to the customer.
The majority of our revenue recognized at a point in time is derived from short-term contracts for standard products offered by us. Revenue on these contracts is recognized when control -43- over the product has transferred to the customer.
We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters. See Note 15, “Commitments and Contingencies,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion. Availability and Cost of Products.
We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters. See Note 14, “Commitments and Contingencies,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion. Availability and Cost of Products.
We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business. -34- Selected Financial Data This selected financial data should be read in conjunction with our Consolidated Financial Statements and related notes included in “Part II, Item 8.
We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business. -35- Selected Financial Data This selected financial data should be read in conjunction with our Consolidated Financial Statements and related notes included in “Part II, Item 8.
The 2026 Indenture contains certain events of default, including certain defaults by us with respect to other indebtedness of at least $40.0 million. See Note 7, “Long-term Debt,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information regarding the 2026 Notes.
The 2026 Indenture contains certain events of default, including certain defaults by us with respect to other indebtedness of at least $40.0 million. See Note 6, “Long-term Debt,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information regarding the 2026 Notes.
During 2024, $10.7 million was used to fund net working capital increases, primarily due to a decrease in accounts payable and accrued short- and long-term cash incentive compensation as well as an activity-driven increase in inventories, partially offset by the favorable impact of an increase in deferred revenue and a decrease in accounts receivable.
During 2024, $10.7 million was used to fund net working capital increases, primarily due to a decrease in accounts payable and accrued short- and long-term cash incentive compensation as well as an increase in inventories, partially offset by the favorable impact of an increase in deferred revenue and a decrease in accounts receivable.
Financial Statements and Supplementary Data” of this Annual Report on Form 10-K and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in order to understand factors, such as charges, credits and financing transactions, which may impact comparability of the selected financial data.
Financial Statements and Supplementary Data” of this Annual Report on Form 10-K and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in order to understand factors, such as charges and credits, which may impact comparability of the selected financial data.
See Note 2, “Summary of Significant Accounting Policies,” and Note 10, “Income Taxes,” to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional information with respect to tax matters. Off-Balance Sheet Arrangements. As of December 31, 2024, we had no off-balance sheet arrangements.
See Note 2, “Summary of Significant Accounting Policies,” and Note 9, “Income Taxes,” to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for additional information with respect to tax matters. Off-Balance Sheet Arrangements. As of December 31, 2025, we had no off-balance sheet arrangements.
Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities globally, as well as certain products and services to the offshore drilling and completion markets.
Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets.
Approximately 90% of Offshore Manufactured Products segment sales in 2024 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”).
Approximately 91% of Offshore Manufactured Products segment sales in 2025 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”).
Demand for our completion-related products and services within our Completion and Production Services and Downhole Technologies segments is highly correlated to changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the drilling rig count.
Demand for our completion-related products and services within our Completion and Production Services and Downhole Technologies segments is highly correlated to changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the completion (“frac”) count.
(2) During 2024, we recognized charges of $24.3 million within the Completion and Production Services segment, associated primarily with the exit of its flowback and well testing service offering, the consolidation and exit of certain underperforming service locations, and the defense of certain patents.
During 2024, the Completion and Production Services segment recognized charges of $24.3 million associated primarily with the exit of its flowback and well testing service offering, the consolidation and exit of certain underperforming service locations, and the defense of certain patents.
Overview Current and expected future pricing for WTI crude oil and natural gas and inflationary cost increases, along with expectations regarding the regulatory environment in the regions in which we operate, are factors that will continue to influence our customers’ willingness to invest capital in their businesses.
Overview Current and expected future pricing for WTI crude oil and natural gas, inflationary and tariff-driven cost increases, and expectations regarding the regulatory environment in the regions in which we operate are factors that will continue to influence our customers’ willingness to invest capital in their businesses.
Our performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from goods and services transferred to customers at a point in time accounted for approximately 33%, 34% and 35% of consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Our performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from goods and services transferred to customers at a point in time accounted for approximately 39%, 33% and 34% of consolidated revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2024, oil-directed drilling accounted for 82% of the total U.S. rig count – with the balance largely natural gas related. We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products.
As of December 31, 2025, oil-directed drilling accounted for 75% of the total U.S. rig count – with the balance largely natural gas related. We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products.
Impairments of Intangible Assets. In 2024, as a result of our decision to exit an underperforming service offering, our Completion and Production Services business recognized non-cash impairment charges of $10.8 million to reduce the carrying amount of its long-lived intangible assets to estimated fair value.
Additionally, as a result of our decision to exit an underperforming service offering, our Completion and Production Services business recognized non-cash impairment charges of $10.8 million to reduce the carrying amount of its long-lived intangible assets to estimated fair value.
For 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During 2024, the exchange rates for both the British pound and the Brazilian real weakened compared to the U.S. dollar.
For 2025 and 2024, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During 2025, the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.
Our ability to obtain capital for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing.
Our ability to obtain capital to repay debt, for general liquidity needs and for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing.
Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; and changes in tax laws in the United States and in the international markets in which we operate.
Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate.
Reported comprehensive income (loss) is the sum of reported net income (loss) and other comprehensive income (loss). Other comprehensive loss was $9.5 million in 2024 compared to comprehensive income of $9.0 million in 2023 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments.
Reported comprehensive loss is the sum of reported net loss and other comprehensive income (loss). Other comprehensive income was $13.3 million in 2025 compared to other comprehensive loss of $9.5 million in 2024 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments.
Capital availability will be affected by prevailing conditions in our industry, the global economy, the global banking and financial markets, stakeholder scrutiny of ESG matters and other factors, many of which are beyond our control.
Capital availability will be affected by prevailing conditions in our industry, the global economy, the global banking and financial markets and other factors, many of which are beyond our control.
Revenues from products and services transferred to customers over time accounted for approximately 67%, 66% and 65% of consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Revenues from products and services transferred to customers over time accounted for approximately 61%, 67% and 66% of consolidated revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Financing Activities During 2024, net cash of $29.5 million was used in financing activities, which included the repurchase of $14.2 million of our common stock and the purchase of $11.5 million principal amount of our outstanding 2026 Notes for $10.8 million in cash.
This compares to $29.5 million of cash used in financing activities during 2024, which included the purchase of $11.5 million principal amount of our outstanding 2026 Notes for $10.8 million in cash and the repurchase of $14.2 million of our common stock.
We provide a broad range of manufactured products and services to customers in the energy, industrial and military sectors through our Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies segments.
We provide a broad range of manufactured products and services to customers in the energy, military and industrial sectors through our Offshore Manufactured Products, Completion and Production Services and Downhole Technologies segments.
This compares to 2023, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar. -38- Segment Operating Results Offshore Manufactured Products Revenues.
This compares to 2024, when the exchange rates for both the British pound and the Brazilian real weakened compared to the U.S. dollar. Segment Operating Results Offshore Manufactured Products Revenues.
The remainder of our assets largely consisted of cash, accounts receivable, inventories and goodwill. An assessment for impairment of long-lived tangible and intangible assets is conducted at the asset group level whenever changes in facts and circumstances indicate that the carrying value of such asset group may not be recoverable based on estimated undiscounted future cash flows.
An assessment for impairment of long-lived tangible and intangible assets is conducted at the asset group level whenever changes in facts and circumstances indicate that the carrying value of such asset group may not be recoverable based on estimated undiscounted future cash flows.
Our total debt represented 16% of our combined total debt and stockholders’ equity as of December 31, 2024 and December 31, 2023. -44- Contractual Obligations. As discussed above, we believe that cash on-hand, cash flow from operations and borrowing capacity under our ABL facility will be sufficient to meet our liquidity needs in the coming twelve months.
Our total debt represented 9% and 16% of our combined total debt and stockholders’ equity as of December 31, 2025 and December 31, 2024, respectively. Contractual Obligations. As discussed above, we believe that cash on-hand, cash flow from operations and borrowing capacity under the New Credit Facilities will be sufficient to meet our liquidity needs in the coming twelve months.
For 2024, our income tax provision was $3.4 million, which included the impact of a goodwill impairment charge, other non-deductible expenses and an increase in valuation allowances recorded against deferred tax assets, on a pre-tax loss of $7.9 million.
This compares to an income tax provision of $3.4 million, which included the impact of a $10.0 million goodwill impairment charge, other non-deductible expenses and an increase in valuation allowances recorded against deferred tax assets, on a pre-tax loss of $7.9 million for 2024. -39- Other Comprehensive Income (Loss) .
Backlog as of Year March 31 June 30 September 30 December 31 2024 $ 305 $ 300 $ 313 $ 311 2023 316 328 341 327 2022 255 232 248 300 Our Completion and Production Services segment provides completion and production services in the United States (including the Gulf of America) and internationally.
Backlog as of Year March 31 June 30 September 30 December 31 2025 $ 357 $ 363 $ 399 $ 435 2024 305 300 313 311 2023 316 328 341 327 Our Completion and Production Services segment provides completion and production services in the United States (including the Gulf of America) and internationally.
Backlog in our Offshore Manufactured Products segment totaled $311 million as of December 31, 2024 compared to $327 million as of December 31, 2023. Bookings during 2024 were $392 million, yielding a book-to-bill ratio of 1.0x. Completion and Production Services Revenues.
Backlog in our Offshore Manufactured Products segment totaled $435 million as of December 31, 2025 compared to $311 million as of December 31, 2024. Bookings during 2025 were $554 million, yielding a book-to-bill ratio of 1.3x. Completion and Production Services Revenues.
Our Downhole Technologies segment reported an operating loss of $20.9 million in 2024, which included the $10.0 million non-cash goodwill impairment charge related to the segment realignment in the first quarter of 2024 and $1.2 million in charges related to the exit of a facility, personnel reductions and a customer bankruptcy.
This compares to an operating loss of $20.9 million reported in 2024, which included a $10.0 million non-cash goodwill impairment charge and $1.2 million in charges related to the exit of a facility, personnel reductions and a customer bankruptcy.
Our consolidated operating loss was $1.7 million in 2024, which included non-cash charges of $24.6 million for goodwill, intangible asset and operating lease asset impairments, other charges totaling $13.7 million associated with facility consolidations and exits, patent defense and other management actions, and a net gain of $15.3 million on the sale of an idled facility.
This compares to a consolidated operating loss of $1.7 million in 2024, which included $24.6 million in non-cash asset impairment charges and $13.7 million associated with facility consolidations and exits, patent defense and other management actions, and a net gain of $15.3 million on the sale of an idled facility.
In addition, capital has been used to repay debt, fund share repurchases and fund strategic business acquisitions. Our primary sources of funds are cash flow from operations, asset sales and proceeds from borrowings under our ABL Facility and, less frequently, capital markets transactions.
In addition, capital has been used to fund share repurchases and strategic business acquisitions. Our primary sources of funds are cash on-hand, cash flow from operations and proceeds from borrowings under our Cash Flow Credit Agreement, and, less frequently, capital markets transactions.
For further discussion of charges and credits recognized during the years ended December 31, 2024, 2023 and 2022, see Note 4, “Asset Impairments and Other Charges and Credits,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion. -36- Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 We reported a net loss for the year ended December 31, 2024 of $11.3 million, or $0.18 per share.
For further discussion of charges recognized during the years ended December 31, 2025 and 2024, see Note 2, “Summary of Significant Accounting Policies,” and Note 3, “Asset Impairments and Other Charges and Credits,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion. -37- Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 We reported a net loss for the year ended December 31, 2025 of $109.4 million, or $1.86 per share.
For companies like ours that support the energy industry, disruptions affecting the availability of capital have in the past and may in the future negatively impact the value of our common stock and may reduce our ability to access capital in the bank and capital markets or result in such capital being available on less favorable terms, which could negatively affect our liquidity. -43- On March 6, 2024, the SEC finalized rules relating to the disclosure of a range of climate-related information (the “Rules”).
For companies like ours that support the energy industry, disruptions affecting the availability of capital have in the past and may in the future negatively impact the value of our common stock and may reduce our ability to access capital in the bank and capital markets or result in such capital being available on less favorable terms, which could negatively affect our liquidity.
Depreciation and amortization expense decreased $6.1 million, or 10%, in 2024 compared to the prior-year period. Note 14, “Segments and Related Information,” to our Consolidated Financial Statements included in this Annual Report on Form 10-K presents depreciation and amortization expense by segment. Impairment of Goodwill.
Depreciation and amortization expense in 2025 decreased $7.3 million, or 13%, compared to the prior-year period due to reductions in capital investments. Note 13, “Segments and Related Information,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K presents depreciation and amortization expense by segment. Impairment of Goodwill.
This compares to operating income of $56.3 million in 2023, which included $2.5 million in facility consolidation and other charges. Excluding these charges, the Offshore Manufactured Products segment’s operating income increased $9.9 million year-over-year due to the reported revenue growth in 2024 and a favorable shift in revenue mix. Backlog.
This compares to operating income of $65.3 million in 2024, which included $3.4 million in facility consolidation and other charges. Excluding these charges, the Offshore Manufactured Products segment’s operating income increased $2.1 million year-over-year due primarily to the reported revenue growth. Backlog.
In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs.
Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs.
As of December 31, 2024, we have purchased a cumulative $11.5 million principal amount of the 2026 Notes for $10.8 million in cash, with $123.5 million principal amount outstanding. The outstanding 2026 Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted.
As of December 31, 2025, we have purchased a cumulative $82.3 million principal amount of the 2026 Notes for $81.3 million in cash, with $52.7 million principal amount outstanding. The outstanding 2026 Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted.
Expectations for the longer-term price for Brent crude oil will continue to influence our customers’ spending related to global offshore and international drilling and development and, thus, a significant portion of the activity of our Offshore Manufactured Products segment. -32- Crude oil and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including: geopolitical conflicts in Europe and the Middle East, along with associated international tensions; the moderate perceived risk of a global economic recession; the levels of domestic or international crude oil and natural gas production; changes in governmental rules and regulations; sanctions; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.
Crude oil and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including: geopolitical conflicts in Europe, the Middle East and South America, along with associated international tensions; the moderate perceived risk of a global economic recession; the levels of domestic or international crude oil and natural gas production; technological advancements; consolidation of oil and gas producers; changes in governmental rules and regulations; sanctions; tariffs; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.
Interest expense as a percentage of total debt outstanding was approximately 7% in 2023, compared to 6% in 2022. Income Tax. For 2023, our income tax provision was $2.9 million, which included the impact of certain non-deductible expenses, discrete tax items and reductions in valuation allowances recorded against deferred tax assets, on pre-tax income of $15.8 million.
Interest expense as a percentage of total debt outstanding was approximately 7% in 2025 and 2024. Income Tax. For 2025, our income tax provision was $6.8 million, which included the impact of an increase in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on a pre-tax loss of $102.5 million.
As of February 14, 2025 Average for the Year Ended December 31, 2024 2023 2022 United States Rig Count: Land – Oil 467 473 527 557 Land – Natural gas and other 105 107 138 148 Offshore 16 19 21 18 588 599 686 723 The U.S. energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S. shale plays utilizing horizontal drilling and completion techniques.
As of February 20, 2026 Average for the Year Ended December 31, 2025 2024 United States Rig Count: Land – Oil 390 429 473 Land – Natural gas and other 140 116 107 Offshore 21 16 19 551 561 599 The U.S. energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S. shale plays utilizing horizontal drilling and completion techniques.
Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. This segment also produces a variety of products for use in industrial, military and other applications outside the traditional energy industry.
Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas.
Results of operations for 2024 reflect the impact of operators’ continued investment in offshore and international projects and associated backlog conversion, partially offset by a decline in land-based investments by our U.S. customers, competitive market conditions and management’s decision to exit certain underperforming locations and service offerings in the United States. Revenues.
Our results of operations for 2025 reflect the impact of increased capital investments by our offshore and international customers, offset by a decline in U.S. land-based investments, competitive market conditions, increased U.S. trade tariffs and management’s decision to exit certain underperforming locations, service lines and product offerings in the United States. Revenues.
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum.
We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum.
While we cannot predict with certainty the impact of any new or increased tariffs, or the impact of any retaliatory tariffs, if we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected.
If we encounter difficulty in procuring raw materials and component products, or if the prices we pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations would be adversely affected.
While we cannot predict with certainty the impact of any new or increased tariffs, or the impact of any retaliatory tariffs, if we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected.
If we encounter difficulty in procuring these raw materials and component products, or if the prices we pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations would be adversely affected.
Our Completion and Production Services segment reported an operating loss of $23.2 million in 2024, which included charges totaling $24.3 million associated with the exit of certain service offerings, facility consolidations and exits, the defense of patents and other management actions. This compares to operating income of $13.9 million in 2023, which included patent defense costs of $0.6 million.
Our Completion and Production Services segment reported operating income of $4.0 million in 2025, which included charges totaling $10.8 million primarily associated with the continued restructuring of its operations. This compares to an operating loss of $23.2 million in 2024, which included charges totaling $24.3 million associated with facility consolidations and exits, the defense of patents and other management actions.
Subject to applicable securities laws, such purchases will be at such times and in such amounts as we deem appropriate. During the year ended December 31, 2024, $14.2 million in repurchases of common stock were made under these programs. The amount remaining under our new share repurchase authorization as of December 31, 2024 was $41.3 million. Revolving Credit Facility.
Subject to applicable securities laws, such purchases will be at such times and in such amounts as we deem appropriate. -41- During 2025, $16.6 million in repurchases of common stock were made under this program. The amount remaining under our share repurchase authorization as of December 31, 2025 was $24.7 million. Revolving Credit and Term Loan Facilities.
In the first quarter of 2024, our Downhole Technologies operations recognized a non-cash impairment charge of $10.0 million related to goodwill transferred to the business in connection with the segment realignment discussed above. See Note 4, “Asset Impairments and Other Charges and Credits,” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion.
In the first quarter of 2024, our Downhole Technologies operations recognized a non-cash impairment charge of $10.0 million related to goodwill transferred to the business in connection with the realignment of operations between segments. See Note 2, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Impairment of Long-Lived Assets.
During 2022, we recognized a gain of $6.1 million associated with the settlement of outstanding litigation. -35- Segment Results of Operations We manage and measure our business performance in three distinct operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies.
(2) During 2024, we recognized a net gain of $15.3 million associated with the sale of a previously idled facility. -36- Segment Results of Operations We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies.
The total amount available to be drawn as of December 31, 2024 was $57.2 million. (2) Amount represents the full principal amount of the 2026 Notes together with cash interest payments due semi-annually. (3) Amount represents payment obligations (including implied interest) for operating leases with an initial term of greater than twelve months.
(2) Amount represents the full principal amount of the 2026 Notes together with cash interest payments due on April 1, 2026. -42- (3) Amount represents payment obligations (including implied interest) for operating leases with an initial term of greater than twelve months.
(4) During 2024, we recognized a net gain of $15.3 million within Corporate associated with the sale of a previously idled facility.
(4) During 2025, we recognized a non-cash impairment charge of $7.1 million associated with assets held for sale recorded in Corporate operations. During 2024, we recognized a net gain of $15.3 million within Corporate operations associated with the sale of a previously idled facility.
Capital expenditures totaled $37.5 million and $30.7 million during 2024 and 2023, respectively. These investments were offset by proceeds from the sale of property, equipment and asset held for sale of $40.7 million and $5.3 million during 2024 and 2023, respectively.
These investments were offset by proceeds from the sale of property, equipment and assets held for sale of $20.2 million and $40.7 million during 2025 and 2024, respectively.
Our Offshore Manufactured Products segment revenues increased $16.2 million, or 4%, in 2024 compared to 2023 due primarily to increased demand for international and offshore-project driven services and military products. Operating Income. Our Offshore Manufactured Products segment reported operating income of $65.3 million in 2024, which included $3.4 million in facility consolidation and other charges.
Our Offshore Manufactured Products segment revenues increased $33.2 million, or 8%, in 2025 compared to 2024 due primarily to increased demand for the segment’s international and offshore project-driven connector, crane and drilling products. Operating Income. Our Offshore Manufactured Products segment reported operating income of $69.2 million in 2025, which included $1.6 million in facility consolidation and relocation charges.
Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deepsea mineral gathering opportunities.
Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities. -33- Backlog reported by our Offshore Manufactured Products segment increased to $435 million as of December 31, 2025 from $311 million as of December 31, 2024.
In February 2023, our Board of Directors authorized $25.0 million for repurchases of our common stock, par value $0.01 per share, through February 2025. On October 24, 2024, our Board of Directors terminated our existing common stock repurchase program and replaced it with a new $50.0 million common stock repurchase authorization, which expires in October 2026.
Stock Repurchase Program. In October 2024, our Board of Directors authorized $50.0 million for repurchases of our common stock, par value $0.01 per share, through October 2026.
The reported 2024 net loss included net charges and credits of $22.4 million ($22.0 million after tax, or $0.35 per share) associated with the restructuring of certain of our U.S. land-based operations, facility consolidations and closures, patent defense, personnel reductions and debt extinguishment, partially offset by a gain recognized on the sale of a previously idled facility.
These results compare to a net loss for the year ended December 31, 2024 of $11.3 million, or $0.18 per share, which included net charges and credits of $22.4 million ($22.0 million after tax, or $0.35 per share) associated with these restructurings, patent defense, and debt extinguishment, partially offset by a gain recognized on the sale of a previously idled facility.
In 2024, we retrospectively expanded our reportable segment disclosures provided in Note 14, “Segments and Related Information,” to our Consolidated Financial Statements included in this Annual Report in accordance with the FASB guidance (“Accounting Standards Update 2023-07”) issued in November 2023.
In 2025, we prospectively expanded our income tax disclosures provided in Note 9, “Income Taxes,” to our Consolidated Financial Statements included in this Annual Report in accordance with the FASB guidance (“Accounting Standards Update 2023-09”) issued in December 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related notes appearing in “Part II Item 8 Financial Statements and Supplementary Data.” This discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on our current expectations, estimates and projections about our business operations.
This discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on our current expectations, estimates and projections about our business operations.
The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the year ended December 31, 2024 and 2023 (in thousands): Offshore Manufactured Products Completion and Production Services Downhole Technologies Total Year Ended December 31 2024 2023 2024 2023 2024 2023 2024 2023 Project-driven: Products $ 232,867 $ 235,080 $ — $ — $ — $ — $ 232,867 $ 235,080 Services 123,906 112,742 — — — — 123,906 112,742 Total project-driven 356,773 347,822 — — — — 356,773 347,822 Military and other products 41,127 33,889 — — — — 41,127 33,889 Short-cycle: Products — — — — 128,571 149,581 128,571 149,581 Services — — 163,902 242,633 2,215 8,358 166,117 250,991 Total short-cycle — — 163,902 242,633 130,786 157,939 294,688 400,572 $ 397,900 $ 381,711 $ 163,902 $ 242,633 $ 130,786 $ 157,939 $ 692,588 $ 782,283 By destination: Offshore and international $ 369,535 $ 346,657 $ 46,150 $ 48,509 $ 35,163 $ 30,948 $ 450,848 $ 426,114 U.S. land 28,365 35,054 117,752 194,124 95,623 126,991 241,740 356,169 $ 397,900 $ 381,711 $ 163,902 $ 242,633 $ 130,786 $ 157,939 $ 692,588 $ 782,283 Cost of Revenues (exclusive of Depreciation and Amortization Expense).
The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the years ended December 31, 2025 and 2024 (in thousands): Offshore Manufactured Products Completion and Production Services Downhole Technologies Total Year Ended December 31 2025 2024 2025 2024 2025 2024 2025 2024 Project-driven: Products $ 275,288 $ 232,867 $ — $ — $ — $ — $ 275,288 $ 232,867 Services 115,351 123,906 — — — — 115,351 123,906 Total project-driven 390,639 356,773 — — — — 390,639 356,773 Military and other products 40,454 41,127 — — — — 40,454 41,127 Short-cycle: Products — — — — 120,655 128,571 120,655 128,571 Services — — 114,548 163,902 2,692 2,215 117,240 166,117 Total short-cycle — — 114,548 163,902 123,347 130,786 237,895 294,688 $ 431,093 $ 397,900 $ 114,548 $ 163,902 $ 123,347 $ 130,786 $ 668,988 $ 692,588 By destination: Offshore and international $ 405,750 $ 369,535 $ 49,027 $ 46,150 $ 30,456 $ 35,163 $ 485,233 $ 450,848 U.S. land 25,343 28,365 65,521 117,752 92,891 95,623 183,755 241,740 $ 431,093 $ 397,900 $ 114,548 $ 163,902 $ 123,347 $ 130,786 $ 668,988 $ 692,588 As a percentage of total: Offshore and international 73 % 65 % U.S. land 27 % 35 % Cost of Revenues (exclusive of Depreciation and Amortization Expense).
As of December 31, 2024, we had cash and cash equivalents totaling $65.4 million, which compared to $47.1 million as of December 31, 2023. As of December 31, 2024, we had no borrowings outstanding under our ABL Facility, $123.5 million principal amount of our 2026 Notes outstanding and other debt of $2.8 million.
As of December 31, 2025, we had cash and cash equivalents totaling $69.9 million, no borrowings outstanding under our ABL Agreement, $52.7 million principal amount of our 2026 Notes outstanding and other debt of $2.4 million. Our reported interest expense included amortization of deferred financing costs of $1.5 million during 2025.
The effect of these sanctions and tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters.
We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, existing trade agreements, anti-dumping and countervailing duty regulations and more.
The ABL Facility is governed by a credit agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (as amended, the “ABL Agreement”).
On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto, referred to herein as the Cash Flow Credit Agreement.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products.
We believe that cash on-hand, cash flow from operations and borrowing capacity available under our ABL Facility will be sufficient to meet our liquidity needs in the coming twelve months. If our plans or assumptions change, or are inaccurate, we may need to raise additional capital.
We believe that cash on-hand, cash flow from operations and borrowing capacity available under the Cash Flow Credit Agreement will be sufficient to meet our liquidity needs in the coming twelve months, including full retirement of our 2026 Notes upon maturity on April 1, 2026.
The following summarizes our more significant contractual obligations as of December 31, 2024, and the effect such obligations are expected to have on our liquidity and cash flow over the next five years (in thousands): Payments due by year Total 2025 2026 and 2027 2028 and 2029 After 2029 Contractual obligations ABL Facility (1) $ — $ — $ — $ — $ — 2026 Notes (2) 132,299 5,866 126,433 — — Other debt and finance lease obligations 2,782 633 1,193 704 252 Operating lease liabilities (3) 29,352 8,797 12,519 6,707 1,329 Purchase obligations (4) 93,202 89,633 3,569 — — Total contractual cash obligations $ 257,635 $ 104,929 $ 143,714 $ 7,411 $ 1,581 ____________________ (1) As of December 31, 2024, we had no borrowings outstanding under our ABL Facility.
The following summarizes our more significant contractual obligations as of December 31, 2025, and the effect such obligations are expected to have on our liquidity and cash flow over the next five years (in thousands): Payments due by year Total 2026 2027 and 2028 2029 and 2030 After 2030 Contractual obligations ABL Facility (1) $ — $ — $ — $ — $ — 2026 Notes (2) 53,986 53,986 — — — Other debt and finance lease obligations 2,390 720 1,361 309 — Operating lease liabilities (3) 21,836 8,201 9,803 3,832 — Purchase obligations (4) 136,699 118,781 11,201 5,886 831 Total contractual cash obligations $ 214,911 $ 181,688 $ 22,365 $ 10,027 $ 831 ____________________ (1) As of December 31, 2025, we had no borrowings outstanding under our ABL Facility.
Our Completion and Production Services segment revenues decreased $78.7 million, or 32%, in 2024 compared to 2023, driven primarily by lower U.S. customer activity levels (particularly in natural gas basins), competitive market conditions and the exit of two underperforming service offerings and four additional underperforming service facilities during 2024. Operating Income (Loss).
Our Completion and Production Services segment revenues decreased $49.4 million, or 30%, in 2025 compared to 2024, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities and lower U.S. land-based activity levels. Excluding the impact of exited operations, revenues increased $11.2 million year-over-year. Operating Income (Loss).
Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) decreased $70.7 million, or 12%, in 2024 compared to 2023. Consolidated product costs in 2024 decreased $14.2 million, or 4%, compared to 2023 due primarily to the reported decrease in product revenue.
Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in 2025 decreased $0.5 million, compared to 2024. Consolidated product costs in 2025 increased $52.8 million, or 17%, compared to 2024.
Excluding these charges, the Completion and Production Services segment’s operating results declined $13.4 million from the prior-year period, with the impact of a decrease in U.S. land-based revenues partially offset by implemented cost control measures.
Excluding these charges, the Completion and Production Services segment’s operating results improved $13.8 million from the prior-year period, due primarily to implemented cost reduction measures and a $5.4 million reduction in depreciation and amortization expense. Downhole Technologies Revenues.
Consolidated product revenues in 2024 decreased $16.0 million, or 4%, from 2023, with the impact of a decline in U.S. customer demand for completion and perforating products partially offset by higher customer demand for military products. Consolidated service revenues in 2024 decreased $73.7 million, or 20%, from 2023.
Consolidated product revenues in 2025 increased $33.8 million, or 8%, from 2024, led by higher customer demand for connector, crane and drilling products partially offset by a reduced project-driven platform and valve revenues and U.S. customer demand for completion-related products. Consolidated service revenues in 2025 decreased $57.4 million, or 20%, from 2024.
The following table sets forth backlog as of the dates indicated (in millions).
Bookings totaled $554 million in 2025, yielding a book-to-bill ratio of 1.3x. The following table sets forth backlog as of the dates indicated (in millions).
As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $3.8 million to reduce the carrying amount of the related operating lease assets. See Note 4, “Asset Impairments and Other Charges and Credits,” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion.
See Note 3, “Asset Impairments and Other Charges and Credits,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion. Other Operating Income, Net. In 2024, we recognized a net gain of $15.3 million associated with the sale of a previously idled facility. Operating Income (Loss).
Events and circumstances in 2024 also indicated that the long-lived tangible and intangible assets of an asset group within our Downhole Technologies segment (totaling $146.7 million as of December 31, 2024) may not be recoverable.
Supreme Court prior to December 31, 2025) indicated that the long-lived tangible and intangible assets of an asset group within our Downhole Technologies segment may not be recoverable. We assessed the carrying value of the long-lived assets of this asset group by comparing our estimates of undiscounted future cash flows to the carrying value of the assets.
We primarily supply equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our U.S. operations, which are dependent primarily upon the level and complexity of drilling, completion and workover activity in our areas of operations.
We primarily supply equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our U.S. operations. Our Downhole Technologies segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations.
Our customers’ capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, making demand for our products and services sensitive to expectations regarding future crude oil and natural gas prices, as well as economic growth, commodity demand and estimates of resource production and regulatory pressures. -31- Recent Developments Brent and West Texas Intermediate (“WTI”) crude oil and natural gas pricing trends were as follows: Average Price (1) for quarter ended Average Price (1) for year ended December 31 Year March 31 June 30 September 30 December 31 Brent Crude (per bbl) 2024 $ 82.92 $ 84.68 $ 80.01 $ 74.66 $ 80.52 2023 81.01 77.99 86.65 84.01 82.47 2022 100.87 113.84 100.71 88.77 100.99 WTI Crude (per bbl) 2024 $ 77.50 $ 81.81 $ 76.43 $ 70.73 $ 76.61 2023 75.91 73.54 82.25 78.53 77.56 2022 95.18 108.83 93.06 82.79 94.90 Henry Hub Natural Gas (per MMBtu) 2024 $ 2.15 $ 2.07 $ 2.11 $ 2.44 $ 2.19 2023 2.64 2.16 2.59 2.74 2.53 2022 4.67 7.50 8.03 5.55 6.45 ________________ (1) Source: U.S.
Recent Developments Brent and WTI crude oil and natural gas pricing trends were as follows: Average Price (1) for quarter ended Average Price (1) for year ended December 31 Year March 31 June 30 September 30 December 31 Brent Crude (per bbl) 2025 $ 75.87 $ 68.07 $ 69.03 $ 63.65 $ 69.14 2024 82.92 $ 84.68 $ 80.01 $ 74.66 $ 80.52 WTI Crude (per bbl) 2025 $ 71.78 $ 64.57 $ 65.78 $ 59.62 $ 65.39 2024 77.50 $ 81.81 $ 76.43 $ 70.73 $ 76.61 Henry Hub Natural Gas (per MMBtu) 2025 $ 4.14 $ 3.19 $ 3.03 $ 3.73 $ 3.52 2024 2.15 $ 2.07 $ 2.11 $ 2.44 $ 2.19 ________________ (1) Source: U.S.
Our senior secured credit facility provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”) under which credit availability is subject to a borrowing base calculation. On February 16, 2024, we amended the ABL Facility to extend the maturity date to February 16, 2028.
Prior to entering into the Cash Flow Credit Agreement, our senior secured credit facility provided for a $100.0 million asset-based revolving credit facility (the “ABL Facility”) under which credit availability was subject to a borrowing base calculation. As of December 31, 2025, we had no borrowings outstanding under the ABL Facility and $12.3 million of outstanding letters of credit.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed5 unchanged
Biggest changeOur accumulated other comprehensive loss increased $9.5 million from $70.0 million as of December 31, 2023 to $79.5 million as of December 31, 2024, due to changes in currency exchange rates. During the year ended December 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1% and 22%, respectively, compared to the U.S. dollar.
Biggest changeOur accumulated other comprehensive loss decreased $13.3 million from $79.5 million as of December 31, 2024 to $66.3 million as of December 31, 2025, due to changes in currency exchange rates. During 2025, the exchange rates for the British pound and the Brazilian real strengthened by 7% and 13%, respectively, compared to the U.S. dollar. -45-
In order to mitigate the effects of foreign currency exchange rate risks in areas outside of the United States (primarily in our Offshore Manufactured Products segment), we generally pay a portion of our expenses in local currencies and a substantial portion of our -47- contracts provide for collections from customers in U.S. dollars.
In order to mitigate the effects of foreign currency exchange rate risks in areas outside of the United States (primarily in our Offshore Manufactured Products segment), we generally pay a portion of our expenses in local currencies and a substantial portion of our contracts provide for collections from customers in U.S. dollars.
As of December 31, 2024, we had no floating-rate obligations outstanding under our ABL Facility. The use of floating-rate obligations would expose us to the risk of increased interest expense in the event of increases in short-term interest rates. Foreign Currency Exchange Rate Risk.
As of December 31, 2025, we had no floating-rate obligations outstanding under our ABL Facility. The use of floating-rate obligations would expose us to the risk of increased interest expense in the event of increases in short-term interest rates. Foreign Currency Exchange Rate Risk.
During 2024, our reported foreign currency exchange losses were $0.2 million and are included in “other operating income, net” in the consolidated statements of operations.
During 2025, our reported foreign currency exchange losses were $1.3 million and are included in “other operating income, net” in the consolidated statements of operations.

Other OIS 10-K year-over-year comparisons