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What changed in EXPRO GROUP HOLDINGS N.V.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EXPRO GROUP HOLDINGS N.V.'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.

+205 added−228 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-25)

Top changes in EXPRO GROUP HOLDINGS N.V.'s 2025 10-K

205 paragraphs added · 228 removed · 155 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

37 edited+4 added−7 removed73 unchanged
Biggest changeAn example of the programs we have put into place is our employee-driven regional online wellness hubs, which promote employee and cross-company participation in health and wellbeing initiatives. In addition, we also offer 24/7 online support through resources within Expro’s Employee Assistance Program (“EAP”), which provides health and wellbeing support and advice globally.
Biggest changeWe are committed to safeguarding our employees’ health and wellbeing and to providing encouragement to our teams to build supportive networks and a collaborative culture across our organization. An example of the programs we have put into place is our employee-driven regional online wellness hubs, which promote employee and cross-company participation in health and wellbeing initiatives.
We encourage reporting of violations of our Code of Conduct and other policies, and we have safeguards to prevent retribution against people that report potential violations in good faith. 6 Table of Contents Suppliers and Raw Materials We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers.
We encourage reporting of violations of our Code of Conduct and other policies, and we have safeguards to prevent retribution against people that report potential violations in good faith. 6 Table of Contents Suppliers and Raw Materials We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment and pipe manufacturers.
The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.
The widespread adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.
In the United States of America (“U.S.”), where approximately 14% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
In the United States of America (“U.S.”), where approximately 13% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention, and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“STTA”) and a range motion-compensating and other surface handling equipment.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTTA”) and a range motion-compensating and other surface handling equipment.
Our ability to source low-cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our products competitively.
Our ability to source low-cost raw materials and components, such as pipe, steel castings, and forgings, is critical to our ability to manufacture our products competitively.
Customers We derive our revenue from services and product sales to customers primarily in the oil and gas industry. One customer accounted for approximately 10.5% and 12.5% of our revenue in the years ended December 31, 2024 and 2023, respectively. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2022.
Customers We derive our revenue from services and product sales to customers primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2025. One customer accounted for approximately 10.5% and 12.5% of our revenue in the years ended December 31, 2024 and 2023, respectively.
Steven Russell 57 Chief Technology Officer, since October 2021; Senior Vice President, Operations, Frank’s, from November 2019 to October 2021; President, Tubular Running Services, Frank’s, from June 2018 to November 2019; Senior Vice President, Human Resources, Frank’s, May 2017 to June 2018; Vice President, Human Resources, Archer Ltd., from January 2011 to May 2017; various technical and executive roles, Schlumberger Limited, from 1990 to 2011.
Steven Russell 58 Chief Technology Officer, since October 2021; Senior Vice President, Operations, Frank’s, from November 2019 to October 2021; President, Tubular Running Services, Frank’s, from June 2018 to November 2019; Senior Vice President, Human Resources, Frank’s, May 2017 to June 2018; Vice President, Human Resources, Archer Ltd., from January 2011 to May 2017; various technical and executive roles, Schlumberger Limited, from 1990 to 2011.
We strive to consistently improve the ways in which we work to keep our employees safe, minimize our impact on the environment and to provide for robust and transparent governance. As of December 31, 2024, we had approximately 8,500 employees worldwide.
We strive to consistently improve the ways in which we work to keep our employees safe, minimize our impact on the environment and to provide for robust and transparent governance. As of December 31, 2025, we had approximately 8,500 employees worldwide.
Alistair Geddes 62 Chief Operating Officer, since October 2021; Chief Operating Officer, Legacy Expro, from 2019 to October 2021; Executive Vice President, Product Lines, Technology and Business Development, Legacy Expro, from 2014 to 2019; various technical and executive roles, Expro, ExxonMobil, BG Group and Weatherford International plc from 1984 to 2014.
Alistair Geddes 63 Chief Operating Officer, since October 2021; Chief Operating Officer, Legacy Expro, from 2019 to October 2021; Executive Vice President, Product Lines, Technology and Business Development, Legacy Expro, from 2014 to 2019; various technical and executive roles, Expro, ExxonMobil, BG Group and Weatherford International plc from 1984 to 2014.
The trend in environmental regulation is to typically place more stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.
The trend in environmental regulation is to typically place more stringent restrictions and limitations on activities with the potential to impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; flare reduction and other emissions management solutions; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
John McAlister 58 General Counsel and Secretary, since October 2021; Group General Counsel, Legacy Expro, from June 2006 to October 2021; solicitor, Clifford Chance, and various executive roles, BG Group, Lattice Group plc and National Grid plc, from 1991 to 2006.
John McAlister 59 General Counsel and Secretary, since October 2021; Group General Counsel, Legacy Expro, from June 2006 to October 2021; solicitor, Clifford Chance, and various executive roles, BG Group, Lattice Group plc and National Grid plc, from 1991 to 2006.
Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report. 10 Table of Contents Information about Our Executive Officers and Other Key Employees The following table sets forth, as of February 25, 2025, the names, ages and experience of our executive officers and other key employees, including all offices and positions held by each for the past five years.
Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report. 10 Table of Contents Information about Our Executive Officers and Other Key Employees The following table sets forth, as of February 19, 2026, the names, ages and experience of our executive officers and other key employees, including all offices and positions held by each for the past five years.
Natalie Questell 51 Senior Vice President, Human Resources, since October 2021; Vice President of Human Resources, Frank’s, from June 2018 to October 2021; Director of Global Total Rewards and HRIS, Frank’s, from 2015 to June 2018.
Natalie Questell 52 Senior Vice President, Human Resources, since October 2021; Vice President of Human Resources, Frank’s, from June 2018 to October 2021; Director of Global Total Rewards and HRIS, Frank’s, from 2015 to June 2018.
Our objectives for 2025, which we expect will drive our performance in the year ahead, are organized around three themes: relevancy, resilience and results.
Our objectives for 2026, which we expect will drive our performance in the year ahead, are organized around three themes: relevancy, resilience and results.
Our benefit packages are tailored to the local market of operation and are designed to attract and retain the best talent in the industry. Employee Health and Wellbeing The health and wellbeing of our people is, and will continue to be, a priority at Expro.
Our benefit packages are tailored to the local market of operation and are designed to attract and retain the best talent in the industry. 5 Table of Contents Employee Health and Wellbeing The health and wellbeing of our people is, and will continue to be, a priority at Expro.
Additionally, in recent years, the practices of institutional lenders have been the subject of intensive lobbying efforts not to provide funding for such companies. Oftentimes this pressure has been public in nature, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change.
Additionally, in recent years, the practices of institutional lenders have been the subject of intensive lobbying efforts not to provide funding for such companies. Oftentimes this pressure has been public in nature, by environmental activists, proponents of international GHG reduction initiatives, and foreign citizenry concerned about climate change.
The table below presents the worldwide LTIF and TRCF for the Company for the years ended December 31, 2024, 2023 and 2022. Year Ended December 31, 2024 2023 2022 LTIF 0.00 0.06 0.36 TRCF 1.05 0.61 1.07 We have comprehensive compliance policies, programs and training that are applied globally to our entire workforce.
The table below presents the worldwide LTIF and TRCF for the Company for the years ended December 31, 2025, 2024 and 2023. Year Ended December 31, 2025 2024 2023 LTIF 0.00 0.00 0.06 TRCF 0.37 1.05 0.61 We have comprehensive compliance policies, programs and training that are applied globally to our entire workforce.
We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of December 31, 2024, approximately 19% of our employees were subject to collective bargaining agreements, with 11% being under agreements that expire within one year. We consider our relations with our employees to be positive.
We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of December 31, 2025, approximately 20% of our employees were subject to collective bargaining agreements, with 10% being under agreements that expire within one year. We consider our relations with our employees to be positive.
Name Age Current Position and Five-Year Business Experience Michael Jardon 55 President and Chief Executive Officer and Director, since October 2021; Chief Executive Officer, Legacy Expro, from April 2016 to October 2021; various technical and executive roles, Legacy Expro, Vallourec and Schlumberger Limited, from 1992 to 2016.
Name Age Current Position and Five-Year Business Experience Michael Jardon 56 President and Chief Executive Officer and Director, since October 2021; Chief Executive Officer, Expro Group Holdings International Limited ("Legacy Expro"), from April 2016 to October 2021; various technical and executive roles, Legacy Expro, Vallourec and Schlumberger Limited, from 1992 to 2016.
Additionally, states and local governments may also seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether.
Additionally, states and local governments have sought and may further seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether.
We also provide services and solutions utilizing a rig-deployed Intervention Riser System (“IRS”) owned by a third party and have capabilities for vessel-deployed light well intervention services.
We also provide services and solutions through a rig-deployed Intervention Riser System (“IRS”) utilizing rigs owned by a third party and have capabilities for vessel-deployed services.
Michael Bentham 62 Principal Accounting Officer, since October 2021; Principal Accounting Officer and Vice President, Legacy Expro, from October 2019 to October 2021; Chief Financial Officer, Legacy Expro, from July 2017 to October 2019; IDS Product Line Controller, Schlumberger Limited, from July 2016 to July 2017; Vice President Finance MI Swaco, Schlumberger Limited, from August 2012 to June 2016. 11 Table of Contents
Michael Bentham 63 Principal Accounting Officer, since October 2021; Principal Accounting Officer and Vice President, Legacy Expro, from October 2019 to October 2021; Chief Financial Officer, Legacy Expro, from July 2017 to October 2019; IDS Product Line Controller, Schlumberger Limited, from July 2016 to July 2017; Vice President Finance MI Swaco, Schlumberger Limited, from August 2012 to June 2016.
We also possess several other distinct technical capabilities, including non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring. Corporate Strategy Our corporate strategy is designed to leverage existing capabilities and position Expro as a solutions provider with a technologically differentiated offering.
We also possess several other distinct technical capabilities, including fiber optic-enabled data acquisition and interpretation services, non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring. Corporate Strategy Our corporate strategy is designed to leverage existing capabilities and position Expro as a solutions provider with a technologically differentiated offering.
In order to purchase raw materials and components in a cost-effective manner, we have sought to develop a broad international sourcing capability and we maintain quality assurance and testing programs to analyze and test these raw materials and components.
In order to purchase raw materials and components in a cost-effective manner, we have sought to develop a broad international sourcing capabilities in all localities, while we maintain quality assurance and testing programs to analyze and test these raw materials and components.
Following such withdrawal, emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted in the future by the United States may be possible or, in the absence of federal action, states in which the Group operates may become more active and focused on taking legislative or regulatory actions aimed at climate change and minimizing GHG emissions.
While the United States has withdrawn from the Paris Agreement, emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted in the future by the United States may be possible or, in the absence of federal action, states in which the Group operates may become more active and focused on taking legislative or regulatory actions aimed at climate change and minimizing GHG emissions.
Safety Safety is a critical component of our People and Performance core values. Many of our customers have safety standards we must satisfy before we can perform our services. We continually monitor and seek to improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data.
Many of our customers have safety standards we must satisfy before we can perform our services. We continually monitor and seek to improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data.
The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands): Year Ended Percentage (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 566,048 $ 511,800 $ 499,813 33.0 % 33.8 % 39.1 % ESSA 564,440 520,951 389,342 33.0 % 34.4 % 30.4 % MENA 332,216 233,528 201,495 19.4 % 15.4 % 15.7 % APAC 250,098 246,485 188,768 14.6 % 16.3 % 14.8 % Total revenue $ 1,712,802 $ 1,512,764 $ 1,279,418 100.0 % 100.0 % 100.0 % 3 Table of Contents Our broad portfolio of products and services includes: Well Construction • Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements.
The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands): Year Ended Percentage (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2025 December 31, 2024 December 31, 2023 NLA $ 558,033 $ 566,048 $ 511,800 34.7 % 33.0 % 33.8 % ESSA 486,900 564,440 520,951 30.3 % 33.0 % 34.4 % MENA 363,616 332,216 233,528 22.6 % 19.4 % 15.4 % APAC 198,546 250,098 246,485 12.4 % 14.6 % 16.3 % Total revenue $ 1,607,095 $ 1,712,802 $ 1,512,764 100.0 % 100.0 % 100.0 % 3 Table of Contents Our broad portfolio of products and services includes: Well Construction • Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements.
Within the Netherlands, in April 2023, the Dutch government introduced a package of 120 measures worth €28 billion that is intended to reduce carbon emissions and promote clean energy to meet the EU’s target of reducing net emissions by 55% by 2030 from 1990 levels. 8 Table of Contents There are also increasing risks of litigation related to climate change effects.
Further, within the Netherlands, in April 2023, the Dutch government introduced a package of 120 measures worth €28 billion that is intended to reduce carbon emissions and promote clean energy to meet the EU’s target of reducing net emissions by 55% by 2030 from 1990 levels.
Additionally, it is possible that other future developments, such as the adoption of complex and stricter environmental and health and safety laws, regulations and enforcement policies may result in additional costs or liabilities that cannot currently be quantified. Climate Change Climate change continues to attract considerable attention domestically in the U.S. and internationally.
Additionally, it is possible that other future developments, such as the adoption of complex and stricter environmental and health and safety laws, regulations and enforcement policies may result in additional costs or liabilities that cannot currently be quantified. Climate Change Climate change continues to be a focus area in many of the jurisdictions in which we operate.
At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. After President Biden reentered the Paris Agreement, in January 2024, President Trump signed an executive order directing the United States to withdraw from the Paris Agreement.
At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020.
The Merger closed on October 1, 2021, and the Company, previously known as Frank’s International N.V. (“Frank’s”), was renamed Expro Group Holdings N.V. Our Operations Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality.
Our Operations Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality.
We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions.
We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions. We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems.
From tree planting to supporting those less fortunate, we are proud of the work our teams continue to put back into our communities. Our company-wide social steering committee helps to champion our social efforts. This team acts as a conduit for the broader employee community to gain input and perspective to ultimately support in enhancing our culture.
Our company-wide social steering committee helps to champion our social efforts. This team acts as a conduit for the broader employee community to gain input and perspective to ultimately support in enhancing our culture. Safety Safety is a critical component of our People and Performance core values.
We appreciate that emotional wellbeing can affect how individuals face life every day and acknowledge that anyone can suffer from poor mental or physical health at any time.
We appreciate that emotional wellbeing can affect how individuals face life every day and acknowledge that anyone can suffer from poor mental or physical health at any time. As leaders, we understand the need to recognize when an individual needs help and we encourage all managers and employees to be approachable in providing time, support and mentorship.
The EAP covers a wide range of subjects for employees and their families, delivered across multiple channels and languages. Corporate Social Responsibility / Community Involvement Across our global operations, we encourage and celebrate participation in diverse community activities which align with our values of People, Performance, Partnerships and Planet.
Corporate Social Responsibility / Community Involvement Across our global operations, we encourage and celebrate participation in diverse community activities which align with our values of People, Performance, Partnerships and Planet. From tree planting to supporting those less fortunate, we are proud of the work our teams continue to put back into our communities.
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On March 10, 2021, the Company and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger with Expro Group Holdings International Limited (“Legacy Expro”) providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of the Company (the “Merger”).
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In addition, we also offer 24/7 online support through resources within Expro’s Employee Assistance Program (“EAP”), which provides health and wellbeing support and advice globally. The EAP covers a wide range of subjects for employees and their families, delivered across multiple channels and languages.
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We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems.
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In 2025, the EU progressed toward a binding target to reduce GHG emissions by 90% by 2040 compared to 1990 levels.
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As leaders, we understand the need to recognize when an individual needs help and we encourage all managers and employees to be approachable in providing time, support and mentorship. 5 Table of Contents We are committed to safeguarding our employees’ health and wellbeing and to providing encouragement to our teams to build supportive networks and a collaborative culture across our organization.
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Additionally, federal policies and initiatives to restrict or rescind such legislation and to withdraw from or roll back GHG commitments have prompted and may continue to prompt more activity from other states, local legislative bodies and administrative agencies to pass stricter GHG laws, regulations and other binding commitments. 8 Table of Contents There are also increasing risks of litigation related to climate change effects.
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Additionally, within the U.S., President Biden signed into law the Inflation Reduction Act in August 2022, which contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, which could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels.
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Sergio Maiworm 45 Chief Financial Officer, since June 2025; Executive Vice President and Chief Financial Officer, Talos Energy from April 2024 to June 2025; Senior Vice President and Chief Financial Officer, Talos Energy from June 2023 to April 2024; Vice President of Finance, Investor Relations and Treasurer, Talos Energy from May 2019 to June 2023.
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The Trump Administration has indicated that it will diverge from the Biden Administration’s positions and could withdraw from or otherwise roll back GHG commitments, as President Trump has done with directing withdrawal from the Paris Agreement.
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While it is not possible at this time to predict how any such actions may impact our business, such actions, if undertaken, may prompt more activity from other states, local legislative bodies and administrative agencies to pass stricter GHG laws, regulations and other binding commitments.
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Quinn Fanning 61 Chief Financial Officer, since October 2021; Chief Financial Officer, Legacy Expro, from October 2019 to October 2021; Executive Vice President, Tidewater Inc., from July 2008 to March 2019, Chief Financial Officer, Tidewater Inc., from September 2008 to November 2018; investment banker with Citigroup Global Markets, Inc., from 1996 to 2008.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

19 edited+2 added−5 removed156 unchanged
Biggest changeThe Company is committed to transparent and comprehensive reporting of our sustainability performance. If we are not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, customers or other stakeholders, our business and ability to raise capital may be adversely affected. Our business could be negatively affected by cybersecurity incidents and other disruptions.
Biggest changeWe generally expect regulatory requirements related to sustainability matters to continue to expand globally. We may be unable to satisfy all of our stakeholders, and if we are not able to satisfy some or all such expectations or requirements, our business and ability to raise capital may be adversely affected.
We are exposed to risks inherent in doing business in each of the countries in which we operate, including, but not limited to, the following: • political, social and economic instability; • potential expropriation, seizure or nationalization of assets, and trapped assets; • deprivation of contract rights; • inflationary pressures; • increased operating costs; • inability to collect revenue due to shortages of convertible currency; • unwillingness of foreign governments to make new onshore and offshore areas available for drilling; • civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; • import/export quotas; • tariffs; • confiscatory taxation or other adverse tax policies; • continued application of foreign tax treaties; • currency exchange controls; • currency exchange rate fluctuations and devaluations; • restrictions on the repatriation of funds; • pandemics, epidemics and other public health events; and • other forms of government regulation which are beyond our control. 13 Table of Contents Instability and disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business, including economically and politically volatile areas such as Eastern Europe, Africa and the Middle East, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide.
We are exposed to risks inherent in doing business in each of the countries in which we operate, including, but not limited to, the following: • political, social and economic instability; • potential expropriation, seizure or nationalization of assets, and trapped assets; • deprivation of contract rights; • inflationary pressures; • increased operating costs; • inability to collect revenue due to shortages of convertible currency; • unwillingness of foreign governments to make new onshore and offshore areas available for drilling; • civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; • import/export quotas; • tariffs; • confiscatory taxation or other adverse tax policies; • continued application of foreign tax treaties; • currency exchange controls; • currency exchange rate fluctuations and devaluations; • restrictions on the repatriation of funds; • pandemics, epidemics and other public health events; and • other forms of government regulation which are beyond our control. 13 Table of Contents Instability and disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business, including economically and politically volatile areas such as Eastern Europe, Africa, the Middle East and Latin America, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide.
While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations. 12 Table of Contents Physical dangers and operating hazards are inherent in our operations and may expose us to significant potential losses.
While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations. 12 Table of Contents Physical dangers and operating hazards are inherent in our operations and may expose us to significant potential costs and losses.
In addition, based on Dutch corporate law and our articles of association, the 2024 annual general meeting of shareholders has authorized our Board, for a period of eighteen months as of the date of the 2024 annual meeting, to issue common stock, up to 20% of the issued share capital, as of the date of the 2024 annual general meeting, for any legal purpose, which could include defensive purposes, without further shareholder approval being needed.
In addition, based on Dutch corporate law and our articles of association, the 2025 annual general meeting of shareholders has authorized our Board, for a period of eighteen months as of the date of the 2025 annual meeting, to issue common stock, up to 20% of the issued share capital, as of the date of the 2025 annual general meeting, for any legal purpose, which could include defensive purposes, without further shareholder approval being needed.
Such a potential impairment charge could have a material adverse impact on our operating results. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services and products.
Such a potential impairment charge could have a material adverse impact on our operating results. Table of Contents The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services and products.
We may face significant warranty, contract and other litigation claims and incur substantial fines, liabilities or losses as a result of these hazards. Our insurance and contractual indemnity protection may not be sufficient or effective to protect us under all circumstances or against all risks.
We may face significant warranty, contract and other litigation claims and incur substantial costs, fines, liabilities or losses as a result of these hazards. Our insurance and contractual indemnity and other protections may not be sufficient or effective to protect us under all circumstances or against all risks.
If any such events were to occur, they could have an adverse effect on the demand for our services and our financial condition, results of operations and cash flows. 15 Table of Contents Investor and public perception related to the Company ’ s ESG performance as well as current and future ESG reporting requirements may affect our business and our operating results.
If any such events were to occur, they could have an adverse effect on the demand for our services and our financial condition, results of operations and cash flows. 15 Table of Contents Stakeholder and public perception related to the Company ’ s sustainability performance as well as current and future sustainability reporting requirements may affect our business and our operating results.
To compete in our industry, we must continue to develop new technologies and products to support our operations, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights. The markets for our services and products are characterized by continual technological developments.
To compete in our industry, we must continue to develop new technologies and products to support our operations, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights. We operate in a highly competitive industry. The markets for our services and products are characterized by continual technological developments.
Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deepwater or shallow water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment, natural resources and the environment.
Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deepwater or shallow water environments, can cause personal injury, loss of life, suspension of operations, increased costs to complete customer work scopes, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment, natural resources and the environment.
The occurrence of a significant event, against which we are not fully insured or indemnified or the failure of a customer to meet its indemnification obligations to us, could materially and adversely affect our results of operations and financial condition.
The occurrence of a significant event, against which we are not fully insured or indemnified, or otherwise protected by contract, or the failure of a customer to meet its indemnification obligations to us, could materially and adversely affect our results of operations and financial condition.
If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected. 23 Table of Contents
If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.
Risks Related to Our Business and Operations Our business depends on the level of activity in the oil and gas industry. Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity.
Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity.
We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, ransomware, or other malicious code, phishing and cyberattacks, and other similar events.
These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, ransomware, or other malicious code, phishing and cyberattacks, and other similar events.
Our services and products are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident can potentially have catastrophic consequences.
Our services and products are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an incident can potentially have catastrophic consequences and/or lead to significant costs and losses.
As a result of varying rules adopted by jurisdictions in which we operate (and the reversal of such rules), we are increasingly subject to an overlapping patchwork of laws and regulations, including disclosure requirements, which may increase the costs of compliance and the risk of violations. We expect regulatory requirements related to ESG matters to continue to expand globally.
As a result of varying rules adopted by jurisdictions in which we operate (and the reversal, amendment or changes in the application or interpretation of such rules), we are increasingly subject to an overlapping patchwork of laws and regulations, including disclosure requirements, which may increase the costs of compliance and the risk of violations.
Regulatory requirements related to ESG or sustainability reporting have been issued in the European Union (“EU”) that apply to financial market participants, with implementation and enforcement starting in 2021. In the U.S., several states have enacted or proposed such regulations related to pension investments or for the responsible investment of public funds.
Regulatory requirements related to sustainability or sustainability reporting have been implemented in the European Union (“EU”) that apply to financial market participants. In the U.S., several states have enacted or proposed similar regulations related to pension investments or for the responsible investment of public funds, while other states have prohibited such considerations.
Geopolitical tensions or conflicts, such as the Russian war in Ukraine and ongoing conflicts in the Middle East, may further heighten the risk of cyberattacks. Although we utilize various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks and other cyber incidents are evolving and unpredictable.
Geopolitical tensions or conflicts may further heighten the risk of cyberattacks. In particular, sophisticated nation state actors have, and may continue to, target companies operating in industries providing critical infrastructure. Although we utilize various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks and other cyber incidents are evolving and unpredictable.
Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void. 22 Table of Contents Certain of the shareholders of the Company have the ability to exercise significant influence over certain corporate actions.
Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void. 22 Table of Contents Risks Related to Tax Matters Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.
Increasing focus on Environmental, Social and Governance (“ESG”) factors has led to enhanced interest in, and review of performance results by investors, banks, institutional lenders and other stakeholders, and the potential for reputational risk.
Increased focus on sustainability factors such as environmental or human capital initiatives, has led to enhanced interest in, and scrutiny of our performance results by investors, banks, institutional lenders and other stakeholders who may vary in their expectations or support for such matters, and the potential for reputational, financial, legal or enforcement risks.
Removed
Entities affiliated with Oak Hill Advisors, L.P. could have significant influence over the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to the articles of association of the Company and the approval of mergers and other significant corporate transactions.
Added
Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future. 11 Table of Contents Risks Related to Our Business and Operations Our business depends on the level of activity in the oil and gas industry.
Removed
Their influence over the Company may have the effect of delaying or preventing a change of control or may adversely affect the voting and other rights of other shareholders.
Added
Our business could be negatively affected by cybersecurity incidents and other disruptions. We rely heavily on information systems to conduct and protect our business.
Removed
In addition, entities affiliated with Oak Hill Advisors, L.P. have the right to designate one person as its nominee for election to the Board as non-executive directors for so long as the Oak Hill Group (as defined in the Director Nomination Agreement) collectively owns shares of common stock equal to at least 10% of the total shares outstanding as of the closing date of the Merger.
Removed
Upon the Oak Hill Group ceasing to collectively own shares of common stock equal to at least 10% of the total shares outstanding as of the closing date of the Merger, Oak Hill Advisors will not have a right to designate a director to the Board.
Removed
Finally, if these shareholders were in the future to sell all or a material number of shares of common stock, the market price of Company’s common stock could be negatively impacted. Risks Related to Tax Matters Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity 24 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved 27 Item 7.
Biggest changeItem 1C. Cybersecurity 23 Item 2. Properties 24 Item 3. Legal Proceedings 24 Item 4. Mine Safety Disclosures 24 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Reserved 26 Item 7.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 50
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 43 Item 8. Financial Statements and Supplementary Data 44

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLeased or Location Owned Principal/Most Significant Use All Segments Houston, Texas Leased Corporate office Reading, United Kingdom Leased Corporate office Aberdeen, Scotland Owned/Leased Regional operations, manufacturing, engineering and administration Lafayette, Louisiana Owned Regional operations, manufacturing, engineering and administration NLA Georgetown, Guyana Leased Regional operations Macaé, Brazil Owned Regional operations and administration Neuquen, Argentina Leased Regional operations New Iberia, Louisiana Leased Regional operations Broussard, Louisiana Leased Regional operations Villahermosa, Mexico Leased Regional operations ESSA Den Helder, the Netherlands Owned/Leased Regional operations and administration Stavanger, Norway Leased Regional operations MENA Al Khobar, Kingdom of Saudi Arabia (“KSA”) Leased Corporate office and regional operations Dubai, United Arab Emirates Leased Regional operations and administration Hassi Messaoud, Algeria Leased Regional operations APAC Kuala Lumpur, Malaysia Leased Regional operations and administration Labuan, Malaysia Leased Regional operations Perth, Australia Leased Regional operations Our largest manufacturing facilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design, manufacture and/or assemble a substantial portion of our service equipment.
Biggest changeLeased or Location Owned Principal/Most Significant Use All Segments Houston, Texas Leased Corporate office, manufacturing Reading, United Kingdom Leased Corporate office Aberdeen, United Kingdom Owned/Leased Regional operations, manufacturing, engineering and administration Lafayette, Louisiana Owned Regional operations, manufacturing, engineering and administration Hyderabad, India Leased Engineering and administration NLA Georgetown, Guyana Leased Regional operations Macaé, Brazil Owned Regional operations and administration Neuquen, Argentina Leased Regional operations Broussard, Louisiana Leased Regional operations Villahermosa, Mexico Leased Regional operations ESSA Den Helder, the Netherlands Owned/Leased Regional operations and administration Stavanger, Norway Leased Regional operations MENA Al Khobar, Kingdom of Saudi Arabia (“KSA”) Leased Corporate office and regional operations Riyadh, KSA Leased Regional operations Dubai, United Arab Emirates Leased Regional operations and administration Hassi Messaoud, Algeria Leased Regional operations APAC Kuala Lumpur, Malaysia Leased Regional operations and administration Labuan, Malaysia Leased Regional operations Perth, Australia Leased Regional operations Our largest manufacturing facilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design, manufacture and/or assemble a substantial portion of our service equipment.
The following table details our material facilities by segment, owned or leased by us as of December 31, 2024.
The following table details our material facilities by segment, owned or leased by us as of December 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe peer group consists of the following companies: Baker Hughes Company, ChampionX Corporation, Core Laboratories, Inc., Innovex International, Inc. (formerly named Dril-Quip, Inc., which acquired Innovex Downhole Solutions, Inc. in September 2024), TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., Patterson-UTI Energy, Inc., Oceaneering International, Inc., NOV Inc. and Schlumberger Limited.
Biggest changeThe peer group consists of the following companies: Baker Hughes Company, Core Laboratories, Inc., Innovex International, Inc., TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., Patterson-UTI Energy, Inc., Oceaneering International, Inc., NOV Inc. and SLB.
We administer cashless settlements and do not repurchase stock in connection with cashless settlements. 2) Our Board authorized a program to repurchase our common stock from time to time.
We administer cashless settlements and generally do not repurchase stock in connection with cashless settlements. 2) Our Board authorized a program to repurchase our common stock from time to time.
Accordingly, there can be no assurance that we will pay dividends. Unregistered Sales of Equity Securities We did not have any sales of unregistered equity securities during the year ended December 31, 2024, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Accordingly, there can be no assurance that we will pay dividends. Unregistered Sales of Equity Securities We did not have any sales of unregistered equity securities during the year ended December 31, 2025, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
The graph assumes that the value of the investment in our common stock was $100 at December 31, 2019 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2024. The shareholder return set forth herein is not necessarily indicative of future performance.
The graph assumes that the value of the investment in our common stock was $100 at December 31, 2020 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2025. The shareholder return set forth herein is not necessarily indicative of future performance.
The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, SPDR S&P Oil & Gas Equipment & Services ETF and our peer group for the period from December 31, 2019 through December 31, 2024.
The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, SPDR S&P Oil & Gas Equipment & Services ETF and our peer group for the period from December 31, 2020 through December 31, 2025.
Approximately $75.8 million remained authorized for repurchases as of December 31, 2024, subject to the limitation set in our shareholder authorization for repurchases of our common stock. 26 Table of Contents Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000 Index, the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management.
Approximately $100.0 million remained authorized for repurchases as of December 31, 2025, subject to the limitation set in our shareholder authorization for repurchases of our common stock. 25 Table of Contents Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000 Index, the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management.
Following is a summary of repurchases of our common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) October 1 - October 31 -- $ -- -- $ 89,987,162 November 1 - November 30 -- $ -- -- $ 89,987,162 December 1 - December 31 1,200,000 $ 11.80 1,200,000 $ 75,831,912 Total 1,200,000 $ 11.80 1,200,000 1) This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions.
Following is a summary of repurchases of our common stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) October 1 - October 31 - $ - - $ 100,000,000 November 1 - November 30 - $ - - $ 100,000,000 December 1 - December 31 - $ - - $ 100,000,000 Total - $ - - 1) This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NYSE under the symbol “XPRO”. On February 18, 2025, we had 116,377,932 shares of common stock outstanding. The common shares outstanding at February 18, 2025, were held by approximately 19 record holders.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NYSE under the symbol “XPRO”. On February 11, 2026, we had 113,765,561 shares of common stock outstanding. The common shares outstanding at February 11, 2026, were held by approximately 14 record holders.
Issuer Purchases of Equity Securities On December 12, 2024, the Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2025 (the “Stock Repurchase Program”).
Issuer Purchases of Equity Securities On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the “Stock Repurchase Program”).
During the years ended December 31, 2024 and 2023, we repurchased approximately 1.2 million shares in each year of our common stock under the Stock Repurchase Program for a total cost of approximately $14.2 million and $20.0 million, respectively.
During the years ended December 31, 2025 and 2024, we repurchased approximately 3.7 million and 1.2 million shares, respectively, of our common stock under the preceding stock repurchase program active at the time for a total cost of approximately $40.1 million and $14.2 million, respectively.

Item 6. [Reserved]

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

4 edited+0 added−1 removed6 unchanged
Biggest changeThese risks, contingencies and uncertainties include, but are not limited to, the following: • continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; • uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; • the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; • unique risks associated with our offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed); • political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC and non-OPEC nations with respect to production levels and the effects thereof; • our ability to develop new technologies and products; • our ability to protect our intellectual property rights; 28 Table of Contents • our ability to attract, train and retain key employees and other qualified personnel; • operational safety laws and regulations; • international trade laws, tariffs and sanctions; • severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); • policy or regulatory changes; • the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and • perception related to our ESG performance as well as current and future ESG reporting requirements.
Biggest changeThese risks, contingencies and uncertainties include, but are not limited to, the following: • continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; • uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; • the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; • unique risks associated with our offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed); • political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC+ and non-OPEC+ nations with respect to production levels and the effects thereof; • our ability to develop new technologies and products; • our ability to protect our intellectual property rights; • our ability to attract, train and retain key employees and other qualified personnel; • operational safety laws and regulations; • international trade laws, tariffs and sanctions; • severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); • policy or regulatory changes; • the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and • perception related to our sustainability performance as well as current and future sustainability reporting requirements. 27 Table of Contents These and other important factors that could affect our operating results and performance are described in (i) Part I, Item 1A.
Item 6. Reserved 27 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-K includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 6. Reserved 26 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-K includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K, and elsewhere within this Form 10-K, (ii) our other reports and filings we make with the SEC from time to time and (iii) other announcements we make from time to time.
“Risk Factors” and in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K, and elsewhere within this Form 10-K, (ii) our other reports and filings we make with the SEC from time to time and (iii) other announcements we make from time to time.
All such forward-looking statements in this Form 10-K are expressly qualified in their entirety by the cautionary statements in this section. 29 Table of Contents
All such forward-looking statements in this Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.
Removed
These and other important factors that could affect our operating results and performance are described in (i) Part I, Item 1A. “Risk Factors” and in Part II, Item 7.

Item 7. Management's Discussion & Analysis

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

76 edited+44 added−60 removed56 unchanged
Biggest changeThe following table shows revenue by segment and revenue as a percentage of total revenue by segment for the years ended December 31, 2024, 2023 and 2022: Year Ended Percentage (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 566,048 $ 511,800 $ 499,813 33.0 % 33.8 % 39.1 % ESSA 564,440 520,951 389,342 33.0 % 34.4 % 30.4 % MENA 332,216 233,528 201,495 19.4 % 15.4 % 15.7 % APAC 250,098 246,485 188,768 14.6 % 16.3 % 14.8 % Total revenue $ 1,712,802 $ 1,512,764 $ 1,279,418 100.0 % 100.0 % 100.0 % The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the years ended December 31, 2024, 2023 and 2022: Year Ended Segment EBITDA Margin (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 141,977 $ 132,869 $ 135,236 25.1 % 26.0 % 27.1 % ESSA 145,375 136,007 74,681 25.8 % 26.1 % 19.2 % MENA 115,772 71,201 63,315 34.8 % 30.5 % 31.4 % APAC 57,680 1,805 4,850 23.1 % 0.7 % 2.6 % Total Segment EBITDA $ 460,804 $ 341,882 $ 278,082 Corporate costs (1) (129,823 ) (105,855 ) (87,580 ) Equity in income of joint ventures 16,422 12,853 15,731 Depreciation and amortization expense (163,468 ) (172,260 ) (139,767 ) Merger and integration expense (16,334 ) (9,764 ) (13,620 ) Severance and other expense (17,048 ) (14,388 ) (7,825 ) Stock-based compensation expense (26,352 ) (19,574 ) (18,486 ) Foreign exchange loss (13,613 ) (9,238 ) (8,341 ) Other (expenses) income, net (105 ) 1,234 3,149 Interest and finance expense, net (12,517 ) (3,943 ) (241 ) Income before income taxes $ 97,966 $ 20,947 $ 21,102 (1) Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. 41 Table of Contents Year ended December 31, 2024 compared to the year ended December 31, 2023 NLA Revenue for NLA was $566.0 million for the year ended December 31, 2024, an increase of $54.2 million, or 10.6%, compared to $511.8 million for the year ended December 31, 2023.
Biggest changeThe following table shows revenue by segment and revenue as a percentage of total revenue by segment for the years ended December 31, 2025, 2024 and 2023: Year Ended Percentage (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2025 December 31, 2024 December 31, 2023 NLA $ 558,033 $ 566,048 $ 511,800 34.7 % 33.0 % 33.8 % ESSA 486,900 564,440 520,951 30.3 % 33.0 % 34.4 % MENA 363,616 332,216 233,528 22.6 % 19.4 % 15.4 % APAC 198,546 250,098 246,485 12.4 % 14.6 % 16.3 % Total revenue $ 1,607,095 $ 1,712,802 $ 1,512,764 100.0 % 100.0 % 100.0 % The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the years ended December 31, 2025, 2024 and 2023: Year Ended Segment EBITDA Margin (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2025 December 31, 2024 December 31, 2023 NLA $ 132,931 $ 141,977 $ 132,869 23.8 % 25.1 % 26.0 % ESSA 149,365 145,375 136,007 30.7 % 25.8 % 26.1 % MENA 132,722 115,772 71,201 36.5 % 34.8 % 30.5 % APAC 42,657 57,680 1,805 21.5 % 23.1 % 0.7 % Total Segment EBITDA $ 457,675 $ 460,804 $ 341,882 Corporate costs (1) (121,487 ) (129,823 ) (105,855 ) Equity in income of joint ventures 16,836 16,422 12,853 Depreciation and amortization expense (192,106 ) (163,468 ) (172,260 ) Merger and integration expense (6,161 ) (16,334 ) (9,764 ) Severance and other expense (28,527 ) (17,048 ) (14,388 ) Stock-based compensation expense (29,172 ) (26,352 ) (19,574 ) Foreign exchange gain (loss) 916 (13,613 ) (9,238 ) Other income (expenses), net 2,646 (105 ) 1,234 Interest and finance expense, net (14,281 ) (12,517 ) (3,943 ) Income before income taxes $ 86,339 $ 97,966 $ 20,947 (1) Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. 37 Table of Contents Year ended December 31, 2025 compared to the year ended December 31, 2024 NLA Revenue for NLA was $558.0 million for the year ended December 31, 2025, a decrease of $8.0 million, or 1.4%, compared to $566.0 million for the year ended December 31, 2024.
In determining the impact of variable consideration, we use the “most-likely amount” method whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts. 46 Table of Contents Business Combinations We record business combinations using the acquisition method of accounting.
In determining the impact of variable consideration, we use the “most-likely amount” method whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts. Table of Contents Business Combinations We record business combinations using the acquisition method of accounting.
We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems. 30 Table of Contents Well Management Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services. • Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact.
We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems. 28 Table of Contents Well Management Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services. • Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7. of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7. of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTA”) and a range motion-compensating and other surface handling equipment.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTTA”) and a range motion-compensating and other surface handling equipment.
In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs. New accounting pronouncements See Note 2 “ Basis of presentation and significant accounting policies ” in our consolidated financial statements under the heading “Recent accounting pronouncements.” 48 Table of Contents
In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs. 42 Table of Contents New accounting pronouncements See Note 2 “ Basis of presentation and significant accounting policies ” in our consolidated financial statements under the heading “Recent accounting pronouncements.”
No impairment expense was recorded for goodwill during the years ended December 31, 2024, 2023 and 2022. We used the income approach and the market approach to estimate the fair value of our reporting units.
No impairment expense was recorded for goodwill during the years ended December 31, 2025, 2024 and 2023. We used the income approach and the market approach to estimate the fair value of our reporting units.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; flare reduction and other emissions management solutions; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher well flow management activity and a resulting more favorable activity mix during the three months ended December 31, 2024.
The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher well flow management activity and a resulting more favorable activity mix during the three months ended December 31, 2025.
As of December 31, 2024, we had no material off-balance sheet financing arrangements other than those discussed above.
As of December 31, 2025, we had no material off-balance sheet financing arrangements other than those discussed above.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
We also experienced an increased demand for services related to brownfield and production enhancement and infield development programs as operators strived to maximize their previous investments and maintain production with a lower carbon footprint.
We also see an increased demand for services related to brownfield and production enhancement and infield development programs as operators strive to maximize their previous investments and maintain production with a lower carbon footprint.
We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements. Our total capital expenditures are estimated to range between $120.0 million and $130.0 million for 2025.
We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements. Our total capital expenditures are estimated to range between $110.0 million and $120.0 million for 2026.
Our total capital expenditures were $143.6 million for the year ended December 31, 2024, out of which approximately 90% were used for the purchase or manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs.
Our total capital expenditures were $112.4 million for the year ended December 31, 2025, out of which approximately 90% were used for the purchase or manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs.
In addition, we also generate revenue from the sale of certain well construction products. For the year ended December 31, 2024, approximately 82% of our revenue was generated outside of the United States and approximately 67% of our revenue was generated by activities related to offshore oil and gas operations.
In addition, we also generate revenue from the sale of certain well construction products. For the year ended December 31, 2025, approximately 81% of our revenue was generated outside of the United States and approximately 63% of our revenue was generated by activities related to offshore oil and gas operations.
We also provide services and solutions utilizing a rig-deployed Intervention Riser System (“IRS”) owned by a third party and have capabilities for vessel-deployed light well intervention services.
We also provide services and solutions through a rig-deployed Intervention Riser System (“IRS”) utilizing rigs owned by a third party and have capabilities for vessel-deployed services.
Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” • We reported net income for the year ended December 31, 2024 of $51.9 million, compared to a net loss of $23.4 million for the year ended December 31, 2023.
Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” • We reported net income for the year ended December 31, 2025 of $51.7 million, compared to $51.9 million for the year ended December 31, 2024.
Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP. 35 Table of Contents Executive Overview Year ended December 31, 2024 compared to year ended December 31, 2023 Certain highlights of our financial results and other key developments include: • Revenue for the year ended December 31, 2024 increased by $200.0 million, or 13.2%, to $1,712.8 million, compared to $1,512.8 million for the year ended December 31, 2023.
Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP. 32 Table of Contents Executive Overview Year ended December 31, 2025 compared to year ended December 31, 2024 Certain highlights of our financial results and other key developments include: • Revenue for the year ended December 31, 2025 decreased by $105.7 million, or 6.2%, to $1,607.1 million, compared to $1,712.8 million for the year ended December 31, 2024.
Net cash provided by (used in) financing activities Net cash provided by financing activities was $29.6 million during the year ended December 31, 2024 as compared to net cash used in financing activities of $49.3 million during the year ended December 31, 2023.
Net cash (used in) provided by financing activities Net cash used in financing activities was $96.7 million during the year ended December 31, 2025 as compared to net cash provided by financing activities of $29.6 million during the year ended December 31, 2024.
The decrease in revenue was primarily due to lower well flow management revenue in Malaysia and Australia and lower well intervention and integrity revenue in Brunei, partially offset by higher subsea well access revenue in China and India.
The decrease in revenue was primarily due to lower subsea well access activity in China and Australia, and lower well flow management activity in Australia, partially offset by higher well construction activity in Australia and Brunei.
The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill.
The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. 41 Table of Contents The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill.
Segment EBITDA for ESSA was $145.4 million, or 25.8% of revenue, during the year ended December 31, 2024, compared to $136.0 million, or 26.1% of revenue, during the year ended December 31, 2023, an increase of $9.4 million.
Segment EBITDA for ESSA was $149.4 million, or 30.7% of revenue, during the year ended December 31, 2025, compared to $145.4 million, or 25.8% of revenue, during the year ended December 31, 2024, an increase of $4.0 million.
Segment EBITDA for NLA was $142.0 million, or 25.1% of revenue, during the year ended December 31, 2024, compared to $132.9 million or 26.0% of revenue during the year ended December 31, 2023, an increase of $9.1 million.
Segment EBITDA for NLA was $132.9 million, or 23.8% of revenue, during the year ended December 31, 2025, compared to $142.0 million or 25.1% of revenue during the year ended December 31, 2024, a decrease of $9.0 million.
Income Taxes We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time.
The inputs used in the determination of fair value are generally level 3 inputs. Income Taxes We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time.
In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions.
In recent years, we have added a range of lower-risk, open water cementing solutions.
The change in net cash provided by financing activities is primarily due to the net proceeds received from borrowings of $88.0 million and the decrease in repurchases of common stock of $5.9 million, partially offset by payment of acquisition-related contingent consideration of $13.9 million during the current year. 45 Table of Contents Off-balance sheet arrangements We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations.
The change in net cash used in financing activities is primarily due to the repayment of long-term borrowings of $42.0 million during 2025 as compared to net proceeds received from borrowings of $72.9 million in 2024 and the increase in repurchases of common stock of $25.9 million, partially offset by payment of acquisition-related contingent consideration of $13.9 million during 2024 that did not repeat in 2025. 40 Table of Contents Off-balance sheet arrangements We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations.
On December 12, 2024, the Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2025 (the “Stock Repurchase Program”).
On October 30, 2025, the Company’s Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 30, 2025 through December 31, 2026 (the “Stock Repurchase Program”).
As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 37 Table of Contents The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented (in thousands): Year ended December 31, 2024 2023 2022 Net income (loss) $ 51,918 $ (23,360 ) $ (20,145 ) Income tax expense $ 46,048 $ 44,307 $ 41,247 Depreciation and amortization expense 163,468 172,260 139,767 Severance and other expense 17,048 14,388 7,825 Merger and integration expense 16,334 9,764 13,620 Other expenses (income), net (1) 105 (1,234 ) (3,149 ) Stock-based compensation expense 26,352 19,574 18,486 Foreign exchange losses 13,613 9,238 8,341 Interest and finance expense, net 12,517 3,943 241 Adjusted EBITDA $ 347,403 $ 248,880 $ 206,233 Net income (loss) margin 3.0 % (1.5 )% (1.6 )% Adjusted EBITDA margin 20.3 % 16.5 % 16.1 % (1) Other expenses (income), net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business. 38 Table of Contents Selected Unaudited Financial Information for the Three Months Ended December 31, 2024 and September 30, 2024 We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “ Business segment reporting ” in our consolidated financial statements.
As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 33 Table of Contents The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented (in thousands): Year ended December 31, 2025 2024 2023 Net income (loss) $ 51,686 $ 51,918 $ (23,360 ) Income tax expense $ 34,653 $ 46,048 $ 44,307 Depreciation and amortization expense 192,106 163,468 172,260 Severance and other expense 28,527 17,048 14,388 Merger and integration expense 6,161 16,334 9,764 Other (income) expenses, net (1) (2,646 ) 105 (1,234 ) Stock-based compensation expense 29,172 26,352 19,574 Foreign exchange (gain) loss (916 ) 13,613 9,238 Interest and finance expense, net 14,281 12,517 3,943 Adjusted EBITDA $ 353,024 $ 347,403 $ 248,880 Net income (loss) margin 3.2 % 3.0 % (1.5 )% Adjusted EBITDA margin 22.0 % 20.3 % 16.5 % (1) Other (income) expenses, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business.
The modest decrease was primarily due to lower well construction revenue in the U.S., Canada, and Mexico and lower Coretrax revenue, offset by higher well flow management revenue in the U.S. and Brazil.
The decrease in revenue is primarily due to lower well construction revenue in the U.S. and Mexico, lower well flow management revenue in Mexico and lower well flow intervention and integrity revenue in Brazil, partially offset by higher subsea well access revenue in the U.S. and higher well flow management revenue in the U.S. and Brazil.
During the years ended December 31, 2024 and 2023, we repurchased approximately 1.2 million shares in each year of our common stock under the Stock Repurchase Program for a total cost of approximately $14.2 million and $20.0 million, respectively.
During the years ended December 31, 2025 and 2024, we repurchased approximately 3.7 million and 1.2 million shares, respectively, of our common stock under the preceding stock repurchase program active at the time for a total cost of approximately $40.1 million and $14.2 million, respectively.
The increase in net income primarily reflects higher Adjusted EBITDA (up $98.5 million year-over-year), and lower depreciation and amortization expense (down $8.8 million), partially offset by higher interest and finance expense (up $8.6 million), higher stock-based compensation expense (up $6.8 million), higher merger and integration expense (up $6.6 million) and higher foreign exchange losses (up $4.4 million). • Adjusted EBITDA for the year ended December 31, 2024 increased by $98.5 million, or 39.6%, to $347.4 million from $248.9 million for the year ended December 31, 2023.
The decrease in net income reflects higher Adjusted EBITDA (up $5.6 million year-over-year), lower foreign exchange losses (down $14.5 million), lower merger and integration expense (down $10.2 million) and lower income tax expense (down $11.4 million), partially offset by higher depreciation and amortization expense (up $28.6 million), higher severance and other expense (up $11.5 million), and higher stock-based compensation expense (up $2.8 million). • Adjusted EBITDA for the year ended December 31, 2025 increased by $5.6 million, or 1.6%, to $353.0 million from $347.4 million for the year ended December 31, 2024.
Please see Note 16 “Interest bearing loans” in the Notes to the Consolidated Financial Statements for additional information. 44 Table of Contents Cash flow from operating, investing and financing activities Cash flows provided by our operations, investing and financing activities are summarized below (in thousands): Year Ended December 31, (in thousands) 2024 2023 2022 Net cash provided by operating activities $ 169,479 $ 138,309 $ 80,169 Net cash used in investing activities (165,143 ) (148,232 ) (71,206 ) Net cash provided by (used in) financing activities 29,572 (49,339 ) (25,612 ) Effect of exchange rate changes on cash activities (2,411 ) (6,032 ) (4,738 ) Net increase (decrease) to cash and cash equivalents and restricted cash $ 31,497 $ (65,294 ) $ (21,387 ) Analysis of cash flow changes between the years ended December 31, 2024 and 2023 Net cash provided by operating activities Net cash provided by operating activities was $169.5 million during the year ended December 31, 2024 as compared to $138.3 million during the year ended December 31, 2023.
Cash flow from operating, investing and financing activities Cash flows provided by our operations, investing and financing activities are summarized below (in thousands): Year Ended December 31, (in thousands) 2025 2024 2023 Net cash provided by operating activities $ 210,172 $ 169,479 $ 138,309 Net cash used in investing activities (107,387 ) (165,143 ) (148,232 ) Net cash (used in) provided by financing activities (96,722 ) 29,572 (49,339 ) Effect of exchange rate changes on cash activities 6,747 (2,411 ) (6,032 ) Net increase (decrease) to cash and cash equivalents and restricted cash $ 12,810 $ 31,497 $ (65,294 ) Analysis of cash flow changes between the years ended December 31, 2025 and 2024 Net cash provided by operating activities Net cash provided by operating activities was $210.2 million during the year ended December 31, 2025 as compared to $169.5 million during the year ended December 31, 2024.
The increase in revenue was primarily driven by higher subsea well access revenue in Angola, partially offset by lower well flow management in the U.K., Norway and Denmark, and lower well construction revenue in Senegal and Angola.
The decrease in revenue was primarily driven by lower subsea well access and well construction revenue in Angola, and central and west Africa, partially offset by higher well flow management revenue in Bulgaria.
Approximately 68% of our revenue was generated by services tied to drilling and completions-related activities, which are generally funded by customers’ capital expenditures, and approximately 32% of our revenue was generated by production optimization related activities, which are generally funded by customers’ operating expenditures. 31 Table of Contents Commodity Prices and Market Conditions Commodity Prices Average daily oil demand in the fourth quarter of 2024 exceeded the average daily demand levels in the fourth quarter of 2023, as well as the full year average for 2023, with liquid demand growing by 0.9 million b/d in 2024 over 2023.
Approximately 65% of our revenue was generated by services tied to drilling and completions-related activities, which are generally funded by customers’ capital expenditures, and approximately 35% of our revenue was generated by production optimization related activities, which are generally funded by customers’ operating expenditures. 29 Table of Contents Commodity Prices and Market Conditions Commodity Prices Average daily oil demand declined slightly in the fourth quarter of 2025, down by 0.1 million b/d compared to levels recorded in the prior quarter; however, there remained an increase compared to the fourth quarter of 2024, and the full year average for 2024.
All of the assets acquired and liabilities assumed are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.
All of the assets acquired and liabilities assumed are recorded at estimated fair value as of the acquisition date.
APAC Revenue for APAC was $62.2 million for the three months ended December 31, 2024, a decrease of $3.0 million, or 4.6%, compared to $65.2 million for the three months ended September 30, 2024.
Segment EBITDA for APAC was $7.0 million, or 16.4% of revenue, for the three months ended December 31, 2025, a decrease of $3.1 million compared to $10.0 million, or 20.7% of revenue, for the three months ended September 30, 2025.
Segment EBITDA for NLA was $30.1 million, or 21.6% of revenue, during the three months ended December 31, 2024, compared to $33.1 million, or 23.7% of revenue, during the three months ended September 30, 2024.
Segment EBITDA for NLA was $31.8 million, or 24.4% of revenue, during the three months ended December 31, 2025, compared to $36.8 million, or 24.4% of revenue, during the three months ended September 30, 2025.
Segment EBITDA for MENA was $32.6 million, or 35.2% of revenue, for the three months ended December 31, 2024, an increase of $2.6 million, or 8.5%, compared to $30.0 million, or 34.6% of revenue, for the three months ended September 30, 2024.
Segment EBITDA for ESSA was $40.0 million, or 34.4% of revenue, for the three months ended December 31, 2025, a decrease of $0.5 million, or 1.1%, compared to $40.5 million, or 32.2% of revenue, for the three months ended September 30, 2025.
ESSA Revenue for ESSA was $142.8 million for the three months ended December 31, 2024, an increase of $11.3 million, or 8.6%, compared to $131.5 million for the three months ended September 30, 2024.
ESSA Revenue for ESSA was $116.3 million for the three months ended December 31, 2025, a decrease of $9.5 million, or 7.6%, compared to $125.8 million for the three months ended September 30, 2025.
Foreign exchange loss Foreign exchange loss for the year ended December 31, 2024 increased by $4.4 million, to $13.6 million as compared to $9.2 million for the year ended December 31, 2023.
Foreign exchange gain (loss) Foreign exchange gain for the year ended December 31, 2025 was $0.9 million as compared to a foreign exchange loss of $13.6 million for the year ended December 31, 2024.
The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects. • Activity related to gas and liquified natural gas (“LNG”) production (and associated asset development) continues to grow within our ESSA and MENA regions in support of Europe’s ongoing drive to diversify away from its reliance on Russian pipeline gas supplies over the long term.
The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects. • Activity related to gas and liquified natural gas (“LNG”) production (and associated asset development) continues to grow as demand still outpaces supply and long-term energy security remains a priority.
The increase of $31.2 million in net cash provided by operating activities for the year ended December 31, 2024 was primarily driven by an increase in Adjusted EBITDA, partially offset by an increase in working capital, and an increase in cash paid for severance and other expenses. 36 Table of Contents Non-GAAP Financial Measures We include in this Form 10-K the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin.
The increase of $40.7 million in net cash provided by operating activities for the year ended December 31, 2025 was primarily driven by a lower consumption of working capital during the current year as compared to the previous year. Non-GAAP Financial Measures We include in this Form 10-K the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin.
We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments Operating Segment Results The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the three months ended December 31, 2024 and September 30, 2024: Three Months Ended Percentage (in thousands) December 31, 2024 September 30, 2024 December 31, 2024 September 30, 2024 NLA $ 139,272 $ 139,397 31.9 % 33.0 % ESSA 142,788 131,475 32.7 % 31.1 % MENA 92,557 86,736 21.2 % 20.5 % APAC 62,226 65,220 14.2 % 15.4 % Total revenue $ 436,843 $ 422,828 100.0 % 100.0 % The following table shows the Segment EBITDA and Segment EBITDA as a percentage of total revenue by segment (“Segment EBITDA margin”) and a reconciliation to income before income taxes for the three months ended December 31, 2024 and September 30, 2024: Three Months Ended Segment EBITDA Margin (in thousands) December 31, 2024 September 30, 2024 December 31, 2024 September 30, 2024 NLA $ 30,062 $ 33,064 21.6 % 23.7 % ESSA 53,002 32,175 37.1 % 24.5 % MENA 32,591 30,032 35.2 % 34.6 % APAC 15,453 16,193 24.8 % 24.8 % Total Segment EBITDA $ 131,108 $ 111,464 Corporate costs (1) (34,218 ) (30,669 ) Equity in income of joint ventures 3,467 4,241 Depreciation and amortization expense (42,284 ) (40,391 ) Merger and integration expense (3,947 ) (1,437 ) Severance and other expense (9,041 ) (3,181 ) Stock-based compensation expense (7,101 ) (6,831 ) Foreign exchange loss (2,585 ) (2,838 ) Other (expenses) income, net (1,186 ) 262 Interest and finance expense, net (1,804 ) (3,895 ) Income before income taxes $ 32,409 $ 26,725 (1) Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. 39 Table of Contents Quarter ended December 31, 2024 compared to quarter ended September 30, 2024 NLA Revenue for NLA was $139.3 million for the three months ended December 31, 2024, a decrease of $0.1 million, or 0.1%, compared to $139.4 million for the three months ended September 30, 2024.
We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments Operating Segment Results The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the three months ended December 31, 2025 and September 30, 2025: Three Months Ended Percentage (in thousands) December 31, 2025 September 30, 2025 December 31, 2025 September 30, 2025 NLA $ 130,305 $ 150,868 34.1 % 36.7 % ESSA 116,322 125,838 30.5 % 30.6 % MENA 92,985 86,061 24.3 % 20.9 % APAC 42,515 48,589 11.1 % 11.8 % Total revenue $ 382,127 $ 411,356 100.0 % 100.0 % 34 Table of Contents The following table shows the Segment EBITDA and Segment EBITDA as a percentage of total revenue by segment (“Segment EBITDA margin”) and a reconciliation to income before income taxes for the three months ended December 31, 2025 and September 30, 2025: Three Months Ended Segment EBITDA Margin (in thousands) December 31, 2025 September 30, 2025 December 31, 2025 September 30, 2025 NLA $ 31,795 $ 36,842 24.4 % 24.4 % ESSA 40,039 40,503 34.4 % 32.2 % MENA 36,121 29,862 38.8 % 34.7 % APAC 6,952 10,049 16.4 % 20.7 % Total Segment EBITDA $ 114,907 $ 117,256 Corporate costs (1) (30,372 ) (29,181 ) Equity in income of joint ventures 3,838 5,897 Depreciation and amortization expense (53,774 ) (46,195 ) Merger and integration expense (861 ) (1,293 ) Severance and other expense (9,952 ) (5,782 ) Stock-based compensation expense (7,689 ) (7,201 ) Foreign exchange loss (463 ) (1,151 ) Other income, net 188 524 Interest and finance expense, net (2,445 ) (4,106 ) Income before income taxes $ 13,377 $ 28,768 (1) Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. 35 Table of Contents Quarter ended December 31, 2025 compared to quarter ended September 30, 2025 NLA Revenue for NLA was $130.3 million for the three months ended December 31, 2025, a decrease of $20.6 million, or 13.6%, compared to $150.9 million for the three months ended September 30, 2025.
This was partially offset by lower subsea well access activity in Australia. Segment EBITDA for APAC was $57.7 million, or 23.1% of revenue, during the year ended December 31, 2024, compared to $1.8 million, or 0.7% of revenue, during the year ended December 31, 2023.
Segment EBITDA for APAC was $42.7 million, or 21.5% of revenue, during the year ended December 31, 2025, compared to $57.7 million, or 23.1% of revenue, during the year ended December 31, 2024.
We have strong relationships with several of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers. We organize and manage our operations on a geographical basis.
We are dedicated to safely and sustainably delivering maximum value to our customers. We organize and manage our operations on a geographical basis.
Activity and revenue across all our geography-based operating segments increased during the year ended December 31, 2024, most notably in NLA, ESSA and MENA. Revenue for the year ended December 31, 2024 includes $88.2 million of revenue from the Coretrax acquisition.
Activity and revenue across our geography-based operating segments decreased during the year ended December 31, 2025, most notably in ESSA and APAC, partially offset by increased revenue in MENA.
Segment EBITDA for MENA was $115.8 million, or 34.8% of revenue, during the year ended December 31, 2024, compared to $71.2 million, or 30.5% of revenue during the year ended December 31, 2023.
Segment EBITDA for MENA was $132.7 million, or 36.5% of revenue, during the year ended December 31, 2025, compared to $115.8 million, or 34.8% of revenue during the year ended December 31, 2024. The increase of $17.0 million was attributable to higher revenue and a more favorable activity mix.
MENA Revenue for MENA was $92.6 million for the three months ended December 31, 2024, an increase of $5.8 million, or 6.7%, compared to $86.7 million for the three months ended September 30, 2024.
APAC Revenue for APAC was $42.5 million for the three months ended December 31, 2025, a decrease of $6.1 million, or 12.5%, compared to $48.6 million for the three months ended September 30, 2025.
The change was primarily due to unfavorable changes in various exchange rates, including the Argentine Peso, and higher activity in jurisdictions with local currencies that depreciated relative to the U.S. dollar.
The change was primarily due to favorable changes in various exchange rates and higher activity in jurisdictions with local currencies that appreciated relative to the U.S. dollar. Liquidity and Capital Resources Liquidity Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business.
Net cash used in investing activities Net cash used in investing activities was $165.1 million during the year ended December 31, 2024 as compared to $148.2 million during the year ended December 31, 2023, an increase of $16.9 million, which includes an increase in capital expenditures of $21.5 million.
Net cash used in investing activities Net cash used in investing activities was $107.4 million during the year ended December 31, 2025 as compared to $165.1 million during the year ended December 31, 2024, a decrease of $57.8 million.
We also possess several other distinct technical capabilities, including non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring. We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners.
We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with several of the world’s largest NOCs and IOCs, some of which have been our customers for decades.
In Latin America, drilling activity is projected to decrease by 3% in 2025 to an average of 156 active rigs, accounting for over 2,100 new wells.
In Central and South America, drilling activity is projected to increase by 3% in 2026 to an average of 139 active rigs, accounting for a total of about 1,850 new wells.
The decrease of $3.0 million in Segment EBITDA was largely attributable to a seasonal reduction in activity on higher margin well construction projects in the U.S. during the three months ended December 31, 2024.
The decrease of $5.0 million in Segment EBITDA and Segment EBITDA margin was largely attributable to lower activity and less favorable product mix during the three months ended December 31, 2025.
The increase in revenue is primarily due to higher subsea well access revenue in the U.S. and Trinidad and Tobago, higher well flow management revenue in the U.S. and Mexico, higher well intervention and integrity activity in South America and the Coretrax acquisition. These increases were partially offset by lower well construction revenue in the U.S. and Mexico.
The decrease was primarily due to lower subsea well access and well construction revenue in the U.S., offset by higher well intervention and integrity revenue in Argentina.
The increase in revenue was primarily driven by increased subsea well access activity in Angola, higher well flow management revenue in the U.K., Norway and Denmark, and the Coretrax acquisition, partially offset by lower well flow management revenue in Congo.
The decrease in revenue was primarily driven by lower well flow management revenue in Congo and lower subsea well access revenue in Angola as a result of one-time projects in 2024 that did not reoccur in 2025, partially offset by higher well construction revenue in Cyprus and higher subsea well access revenue in the U.K. and Norway.
In summary, we expect demand for our products and services will continue to increase over the next several years, despite our expectations for a relatively flat-to-modest-growth market in 2025. 33 Table of Contents The following provides an outlook for 2025 by our reporting segments based on data from Spears and Associates Inc: NLA: North American drilling activity is expected to fall by 3% in 2025 to an average of 579 active rigs and 16,300 new wells completed.
The following provides an outlook for 2026 by our reporting segments based on data from Spears and Associates Inc: NLA: North American drilling activity is expected to slip by 2% in 2026 to an average of 549 active rigs, accounting for a total of around 15,300 wells completed (down 1% from 2025).
Adjusted EBITDA margin increased to 20.3% during the year ended December 31, 2024, as compared to 16.5% during the year ended December 31, 2023. The increase in Adjusted EBITDA and Adjusted EBITDA margin is primarily attributable to higher revenue, including revenue from the Coretrax acquisition, and a more favorable activity mix.
The increase in Adjusted EBITDA and Adjusted EBITDA margin, despite the decrease in revenue, is primarily attributable to a more favorable activity mix, particularly in the ESSA and MENA segments. • Net cash provided by operating activities was $210.2 million during the year ended December 31, 2025 as compared to $169.5 million during the year ended December 31, 2024.
As of December 31, 2024, total available liquidity was $320.3 million, including cash and cash equivalents and restricted cash of $184.7 million and $135.6 million available for borrowings under our Amended and Restated Facility Agreement.
As of December 31, 2025, total available liquidity was $550.9 million, including cash and cash equivalents and restricted cash of $197.5 million and $353.4 million available for borrowings under our New Credit Facility (as defined below).
Onshore drilling is now forecast to drop by 6% in 2025 to an average of 111 active land rigs drilling almost 1,800 new wells, while offshore activity is expected to rise by 7%, averaging 45 active rigs, totaling almost 320 new wells.
Onshore drilling in Africa is forecast to increase 1% in 2026 to an average of 108 active land rigs, accounting for about 740 new wells drilled. Offshore activity is projected to jump by 7% in 2026, averaging 16 active rigs while totaling around 150 new wells.
The increase in net cash provided by operating activities of $31.2 million for the year ended December 31, 2024, was primarily driven by an increase in Adjusted EBITDA partially offset by an increase in working capital, and an increase in cash paid for severance and other expenses.
The increase of $40.7 million in net cash provided by operating activities for the year ended December 31, 2025 was primarily driven by a lower consumption of working capital during the current year as compared to the previous year.
Onshore drilling in Europe is forecast to average 70 active rigs in 2025, down 1%, accounting for over 470 new wells drilled, while offshore drilling is expected to decline by 4%, averaging 23 active rigs with 275 new wells drilled.
Onshore drilling in Europe is forecast to average 72 active rigs in 2026, up by 1% accounting for about 480 new wells drilled. Offshore drilling in the region is projected to increase 4% in 2026, averaging 28 active rigs and around 300 new wells.
Onshore drilling is projected to increase by 4% in 2025 to an average of 302 active land rigs, drilling over 2,600 new wells, while offshore activity in the region is forecast to increase by 3% to an average of 38 active rigs, with over 300 new wells drilled.
India, Indonesia and Thailand are the three most active drillers in this geo-market. Onshore drilling in the region is forecast to increase 2% in 2026 to an average of 135 active land rigs, with over 1,675 new wells drilled. Offshore activity is projected to improve 2% in 2026 at an average of 50 active rigs drilling almost 750 new wells.
Approximately $75.8 million remained authorized for repurchases under the Stock Repurchase Program as of December 31, 2024, subject to the limitation set in our shareholder authorization for repurchases of our common stock.
Approximately $100.0 million remained authorized for repurchases under the Stock Repurchase Program as of December 31, 2025, subject to the limitation set in our shareholder authorization for repurchases of our common stock. 39 Table of Contents Credit Facility Revolving Credit Facility On July 23, 2025, the Company and certain of its subsidiaries, including Exploration and Production Services (Holdings) Limited and Expro Holdings U.S.
Severance and other expense Severance and other expense for the year ended December 31, 2024 increased by $2.7 million, to $17.0 million as compared to $14.4 million for the year ended December 31, 2023. The increase was primarily attributable to the recognition of restructuring costs partially offset by a valuation adjustment of contingent consideration.
Severance and other expense Severance and other expense for the year ended December 31, 2025 increased by $11.5 million, to $28.5 million as compared to $17.0 million for the year ended December 31, 2024. The increase was predominantly due to restructuring activity across all segments.
MENA Revenue for MENA was $332.2 million for the year ended December 31, 2024, an increase of $98.7 million, or 42.3%, compared to $233.5 million for the year ended December 31, 2023.
MENA Revenue for MENA was $363.6 million for the year ended December 31, 2025, an increase of $31.4 million, or 9.5%, compared to $332.2 million for the year ended December 31, 2024. The increase in revenue was driven by higher well flow management revenue in Iraq, Saudi Arabia, Algeria and higher well construction revenue in Saudi Arabia and the UAE.
Merger and integration expense Merger and integration expense for the year ended December 31, 2024 increased by $6.6 million, to $16.3 million as compared to $9.8 million for the year ended December 31, 2023. The increase is attributable to the acquisition of Coretrax and ongoing integration expenses for the PRT and Coretrax acquisitions.
Merger and integration expense Merger and integration expense for the year ended December 31, 2025 decreased by $10.2 million, to $6.2 million as compared to $16.3 million for the year ended December 31, 2024. The decrease was due to costs associated with the Coretrax acquisition in 2024 that did not repeat in 2025.
Segment EBITDA for ESSA was $53.0 million, or 37.1% of revenue, for the three months ended December 31, 2024, an increase of $20.8 million, or 64.7%, compared to $32.2 million, or 24.5% of revenue, for the three months ended September 30, 2024.
The increase in revenue was driven by higher well flow management revenue in Algeria and Saudi Arabia. Segment EBITDA for MENA was $36.1 million, or 38.8% of revenue, for the three months ended December 31, 2025, an increase of $6.3 million, or 21.0%, compared to $29.9 million, or 34.7% of revenue, for the three months ended September 30, 2025.
The increase in Segment EBITDA was attributable to increased activity, particularly related to the PRT acquisition and Coretrax acquisition, while the decrease in Segment EBITDA margin reflects reduced activity on high margin well construction activity during the year ended December 31, 2024.
The increase in Segment EBITDA and Segment EBITDA margin, despite the decrease in revenue, was primarily attributable to an increase in activities on higher margin services during the year ended December 31, 2025.
African drilling activity is expected to fall by 1% in 2025 to average 132 active rigs, accounting for a total of over 975 new wells.
MENA: Middle Eastern drilling activity is now expected to increase 1% in 2026 to an average of 509 active rigs accounting for a total of almost 3,000 new wells drilled. Onshore drilling is projected to increase 1% in 2026 to an average of 428 rigs and over 2,700 new wells drilled.
Several large gas and LNG projects in these countries continue to drive activity as the region looks to meet an increase in global gas demand. 34 Table of Contents How We Evaluate Our Operations We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
Investment in deepwater and ultra-deepwater drilling is rising, supported by the potential for large reserve discoveries in frontier areas How We Evaluate Our Operations We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
APAC Revenue for APAC was $250.1 million for the year ended December 31, 2024, an increase of $3.6 million, or 1.5%, compared to $246.5 million for the year ended December 31, 2023. The increase in revenue was primarily due to increased well construction activity in Indonesia and Australia, well flow management revenue in Thailand and the Coretrax acquisition.
APAC Revenue for APAC was $198.5 million for the year ended December 31, 2025, a decrease of $51.6 million, or 20.6%, compared to $250.1 million for the year ended December 31, 2024.
Segment EBITDA for APAC was $15.5 million, or 24.8% of revenue, for the three months ended December 31, 2024, a decrease of $0.7 million compared to $16.2 million, or 24.8% of revenue, for the three months ended September 30, 2024. 40 Table of Contents Results of Operations for the years ended December 31, 2024, 2023 and 2022 Operating Segment Results .
The decrease in Segment EBITDA and Segment EBITDA margin was largely attributable to lower activity and less favorable product mix during the three months ended December 31, 2025. 36 Table of Contents Results of Operations for the years ended December 31, 2025, 2024 and 2023 Operating Segment Results .
ESSA Revenue for ESSA was $564.4 million for the year ended December 31, 2024, an increase of $43.5 million, or 8.3%, compared to $521.0 million for the year ended December 31, 2023.
The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to the decrease in revenue and a less favorable activity mix. ESSA Revenue for ESSA was $486.9 million for the year ended December 31, 2025, a decrease of $77.5 million, or 13.7%, compared to $564.4 million for the year ended December 31, 2024.
In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments • A transition to cleaner energy alternatives continues to gain momentum.
In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments. • Expro remains selective in pursuing low-carbon opportunities that support operators’ drive for increased sustainability in their hydrocarbon production, including early-stage carbon capture and storage and flare reduction.
Onshore drilling in the region is forecast to rise 2% to an average of 137 active land rigs and over 1,700 new wells while offshore drilling is expected to hold steady at an average of 55 active rigs totaling over 1,050 new wells. India, Indonesia and Australia remain the three most active drilling markets in APAC.
Onshore drilling in the region is forecast to increase 1% in 2026 to an average of 100 active land rigs drilling almost 1,625 new wells, driven by Ecuador and Mexico.
The increase in revenue was driven by higher well flow management services revenue in Algeria, Iraq and the KSA, partially offset by lower well intervention and integrity revenue in Qatar.
The decrease in revenue was primarily due to lower well flow management activity in Indonesia and India, lower well construction revenue in Australia, offset by higher subsea well access activity in Australia.
Removed
Brent crude oil prices remained relatively unchanged over the fourth quarter, averaging $74/bbl in both September and December 2024. The lack of price movement has been largely due to a relatively balanced market combined with an apparent reduction in geopolitical risk premia and weakening demand growth limiting upward pressure, with OPEC+ supply restrictions providing a floor for prices.
Added
We also possess several other distinct technical capabilities, including fiber optic-enabled data acquisition and interpretation services, non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring.
Removed
Market Conditions We have continued to see positive market signs, as commodity prices remain generally supportive of the current levels of upstream investment and activity, despite a slowing in demand growth and the possibility of supply increases. Market uncertainty remains regarding the commitment and ability of OPEC+ to manage supply, geopolitical tensions and sanctioning impacts, tariffs, and macroeconomic factors.
Added
Global liquids demand grew by 1.2 million b/d year-on-year in 2025 and is expected to grow a further 1.1 million b/d in 2026. Brent crude prices softened modestly over the fourth quarter of 2025, declining from a monthly average of approximately $65 per barrel (“/bbl”) in October to around $63/bbl in December.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBorrowings under the Amended and Restated Facility Agreement bear interest at a rate per annum of the Secured Overnight Financing Rate (“SOFR”) subject to a 0.00% floor, plus an applicable margin of 3.75% (which is subject to a margin ratchet which reduces the margin in 4 step downs according to the Total Net Leverage Ratio (as defined in the Amended and Restated Facility Agreement)) for cash borrowings or 2.50% for letters of credit (which are similarly subject to a margin ratchet which reduces the margin in 4 step downs according to the Total Net Leverage Ratio).
Biggest changeBorrowings under the New Credit Facility bear interest at a floating rate (subject to a 0.00% floor) plus a net leverage linked margin ranging from 2.00% to 3.25%, or 2.75% for bridge loans. As of December 31, 2025, we had outstanding borrowings of $79.0 million.
We closely monitor accounts receivable and raise provisions for expected credit losses where it is deemed appropriate. 49 Table of Contents
We closely monitor accounts receivable and raise provisions for expected credit losses where it is deemed appropriate. 43 Table of Contents
As of December 31, 2024, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net income of approximately $0.9 million. Interest rate risk We are exposed to the impact of interest rate changes primarily through our borrowing activities.
As of December 31, 2025, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net income of approximately $0.1 million. Interest rate risk We are exposed to the impact of interest rate changes primarily through our borrowing activities.
We operate in over 50 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the KSA represented approximately 12.8% and 12.8%, respectively, of our net accounts receivable balance as of December 31, 2024. No other country accounted for greater than 10% of our accounts receivable balance.
We operate in over 50 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the U.S. represented approximately 16% respectively, of our net accounts receivable balance as of December 31, 2025. No other country accounted for greater than 10% of our accounts receivable balance.
As of December 31, 2024, we had outstanding borrowings of $121.1 million. A 5% change in interest rates would have an approximate impact of $6.1 million on our results of operations and cash flows. Credit risk Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances.
A 5% change in interest rates would have an approximate impact of $5.6 million on our results of operations and cash flows. Credit risk Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances.

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