OIS 10-K & 10-Q changes, risk factors and insider trading

Demand for the majority of our products and services is substantially dependent on the levels of expenditures by companies in the crude oil and natural gas industry. Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given regulatoryan pressuresincreased focus on capital discipline has reduced the demand for, and the prices we are able to charge for, our products and services. This has had and may in the future have a material adverse effect on our financial condition and results of operations.

Demand for most of our products and services depends substantially on the level of capital expenditures invested in the oil and natural gas industry. Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S. land-based drilling, completion and production activities given efficiencies gained and regulatoryan pressuresincreased focus on capital discipline have resulted in an oversupply of many of our products and services leading to competitive pressures and reduced prices we can charge our customers for these services and products. A continuation or worsening of these conditions may result in a material adverse impact on our financial condition, results of operations and cash flows.

•national government political requirements, including the abilityoil and willingness of OPEC to set and maintaingas production levels andamong pricesmembers forof oilOPEC+ and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets;

In response to lower oil prices, many of our customers have reduced or delayed their capital spending, which reduced the demand for our products and services and exerted downward pressure on the prices paid for our products and services. Any prolonged reduction in the overall level of exploration and production activities, whether resulting from changes in oil and natural gas prices or otherwise, could have an adverse effect on our equipment utilization, revenues, cash flows and profitability; our ability to obtain additional capital to finance our business and the cost of that capital; and our ability to attract and retain skilled personnel.

The markets in which we operate are highly competitive and certain of them, particularly those supporting U.S. land driven activities, have relatively few barriers to entry. The principal competitive factors in our markets are product, equipment and service quality, availability, responsiveness, experience, technology, safety performance and price. In some of our product and service offerings, we compete with the oil and natural gas industry’s largest oilfield service providers. These large national and multi-national companies have greater financial, technical and other resources, and greater name recognition than we do. Several of our competitors provide a broader array of services and have a stronger presence in more geographic markets. In addition, we compete with many smaller companies capable of competing effectively on a regional or local basis. Our competitors may be able to respond more quickly to new or emerging technologies and services, and changes in customer requirements. Many contracts are awarded on a bid basis, which further increases competition based on price. As a result of competition, we may lose market share or be unable to maintain or increase prices for our present products and services, or to acquire additional business opportunities, which couldhas had and may in the future have a material adverse effect on our business, financial condition and results of operations.

We believe that our success depends upon our ability to employ and retain key personnel with both technical and business expertise. As observed in the U.S. shale play regions such as the Permian Basin in 2022 and 2023, during periods of increased activity, the demand for such personnel is high, and the supply is limited. When these events occur, our cost structure increases and our growth potential could be impaired. Conversely, during periods of reduced activity, such as 2024,2024 and 2025, we are forced to reduce headcount, freeze or reduce wages,headcount and implement other cost-saving measures which could lead skilled personnel to migrate to other industries. Other opportunities in our industry and market interest in ESG and alternative energy sources may also make it more difficult for us to attract and retain employees who may prefer employment opportunities other than our business. The inability to attract, or the loss of, key personnel to competitors or companies in other industries could adversely affect us.

Our information and operational technology systems, and those of our vendors, suppliers, customers and other business partners, may experience various security threats, including cybersecurity threats designed to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of our employees, threats to our infrastructure, or third-party infrastructure; and terrorist attacks or related threats. Cybersecurity attacks in particular are evolving and have increased in frequency. Cybersecurity attacks are becoming more sophisticated and include, but are not limited to, ransomware attacks, credential stuffing, phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance. Although we devote resources to protect the systems and data we rely on in our business, including through monitoring, procedural safeguards, and employee training, our information and operational technology systems may still be subject to cyberattacks or security breaches, including as a result of employee error, malfeasance or other threats. The realization of any of these threats could lead to the unauthorized access, corruption, loss, or disclosure of proprietary and sensitive data, including proprietary information, intellectual property, and employee or customer data. AdditionallyAdditionally, such incidents could lead to misdirected wire transfers, operational downtime, environmental damage, disruptions to key communications and services, and could significantly impair our ability to fulfill customer obligations and comply with legal and regulatory requirements. In addition, the evolving nature of data security regulations globally presents challenges, as compliance requires continual updates to our policies and practices to address new standards and avoid penalties. While we utilize various procedures and controls to monitor these security threats and mitigate our exposure to such threats and other disruptions, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. No security measure is infallible. The interconnected nature of modern technology means that weaknesses or breaches within the systems of third-party vendors, suppliers, or business partners could significantly impact our operations, potentially introducing vulnerabilities into our own systems despite our safeguards. If a security breach or cyberattack were to materialize, it could lead to the loss, disclosure, or hindrance of sensitive information (including our intellectual property, and employee and customer data), critical infrastructure, personnel or capabilities essential to our operations. In addition, a cyberattack or security breach could result in liability resulting from data privacy or cybersecurity claims, liquidated or other contractual damages, regulatory penalties, damage to our reputation, significant negative press coverage, long-lasting loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material adverse effect on our reputation, financial position, results of operations, or cash flows. As cyberattacks continue to evolve, we may be required to allocate additional resources to strengthen our cybersecurity infrastructure, enhance employee training programs, or implement emerging technologies to address new threats.

The ongoing military actions in Europe and the Middle East and the risk of military action in South America could adversely affect our business, financial condition and results of operations.

The ongoing military conflicts in Europe and the Middle East and the risk of military action in South America could cause market and other disruptions that could adversely affect us, such as: volatility in crude oil and natural gas prices, which can adversely affect demand for our products and services; further supply chain constraints and disruptions, or increased prices for certain raw materials and component parts, such as steelsteel, forgings and forgings,explosive products, that are used in products we manufacture and other products needed by our customers in connection with their ongoing operations; instability in financial markets; higher inflation; delays or cancellations of planned projects by our customers due to rising costs; changes in currency rates; and increases in cyberattacks and espionage. In addition, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests as a result of Russia’s invasion of Ukraine. Such sanctions, and other measures, as well as existing and potential further responses from Russia or other countries to such sanctions, could exacerbate the foregoing risks. Any of these developments could adversely affect our business, financial condition and results of operations.

Severe weather events in the areas in which we or our customers or suppliers operate, such as hurricanes, floods and prolonged periods of cold weather, whether from climate change or otherwise, can cause disruptions and, in some cases, delays in, or suspension of, our operations and those of our customers or suppliers. Seasonal differences in weather in the areas in which we operate, most notably in the Rocky Mountain and Northeast regionsregion of the United States, where severe winter weather conditions occur, can also restrict our operations and those of our customers or suppliers. In addition, summer and fall completion and drilling activity can be restricted due to hurricanes and other storms prevalent in the Gulf of America and along the Gulf Coast. As a result of these seasonal differences, full year results are not likely to be a direct multiple of any particular quarter or combination of quarters.

Inflation in wages, materials, parts, equipment and other costs, including as a result of tariffs imposed on certain of the goods and materials we import, has the potential to adversely affect our results of operations, cash flows and financial position by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers for our products and services. For example, in 2025, U.S. tariffs on certain steel and other metal components we import from China substantially increased the cost of those products, and President Trump has threatened additional increased tariffs on goods imported from China as result of current Chinese trade policy. In addition, the existence of inflation in the economy has and may continue to result in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor and materials, weakening exchange rates and other similar effects.

We rely on our liquidity to pay our operating and capital expenditures, interest and principal payments on debt,debt (including the full retirement of our 2026 Notes upon maturity on April 1, 2026), interest, taxes and other similar costs. Historically, we have sought to finance the operation of our business primarily with cash on-hand and cash provided by operating activities, but we have also relied on the bank and capital markets. A recession or long-term market correction could negatively impact the value of our common stock, our access to capital or our liquidity or ability to generate cash from operations in the nearnear- and long-term. If we are unable to access the bank and capital markets on favorable terms, or if we are not successful in raising capital at an attractive cost within the time period required or at all, we may not be able to grow or maintain our business, which could have a material adverse effect on our business, results of operations and financial condition.

Given the cyclical nature of our business, a severe prolonged downturn could negatively affect the value of our goodwill and other intangible and long-lived assets.

As of December 31, 2024,2025, goodwill and other intangible and long-lived assets represented 7%8%, 4% and 13%,29%, respectively, of our total assets. We record goodwill when the consideration we pay in acquiring a business exceeds the fair market value of the tangible and separately measurable intangible net assets of that business. We are required to at least annually review the goodwill and other intangible and long-lived assets of our applicable reporting units (Offshore Manufactured Products, Completion and Production Services and Downhole Technologies) for impairment in value and to recognize a non-cash charge against earnings causing a corresponding decrease in stockholders’ equity if circumstances, some of which are beyond our control, indicate that the carrying amounts will not be recoverable.

As further discussed in Note 4,2, Asset“Summary Impairmentsof andSignificant OtherAccounting Charges and Credits,Policies,” in 20242025 we recognized aintangible goodwilland other long-lived asset impairment chargecharges of $10.0$91.9 million in our Downhole Technologies segmentreporting associatedunit withdue to, among other factors, reduced future cash flow expectations given weak energy market conditions resulting from the realignmentdecline in U.S. land-based customer activity levels, competitive market conditions, increased U.S. tariffs on imported materials and managements decisions. In 2025 we also recognized non-cash operating lease impairment charges of operations between our Offshore Manufactured Products and our Downhole Technologies segments. Additionally, we recognized intangible asset impairments totaling $10.8$1.3 million associated with the decision to exit a service offering inwithin our Completion and Production Services segment.segment related to facility closures.

While no other provisions for goodwill or other intangible and long-lived asset impairment were recognized during 2024,2025, it is possible that we could recognize goodwill or other intangible assetsand long-lived asset impairment losses in the future if, among other factors:

•the outlook for future profits and cash flow for any of our reporting units deteriorate as the result of many possible factors, including, but not limited to, increased or unanticipated competition, increased trade restrictions or tariffs, lack of technological development, reductions in customer capital spending plans, loss of key personnel or customers, adverse legal or regulatory developments, future operating losses at a reporting unit, downward forecast revisions, or restructuring plans;

•import-export controls, including tariffs and duties on imported and exported goods;

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. InBeginning 2018,in the first quarter of 2025, the United States imposed tariffsnew or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. InWe addition, in responsecontinue to Russia’smonitor invasionthe effects of Ukraine, governments in the Europeanever-evolving Union,global thetrade Unitedlandscape, States,including thewith Unitedrespect Kingdom,to Switzerlandsanctions, and other countries have enacted sanctions against Russia and Russian interests. In addition, the Trump Administration has proposed the imposition of certain new tariffs. The effect of these sanctions and tariffs and the application and interpretation oftariffs, existing trade agreements and customs,agreements, anti-dumping and countervailing duty regulations continueand tomore. evolve,For example, in the third quarter of 2025, U.S. tariffs on certain steel and other metal components we continueimport tofrom monitorChina thesesubstantially matters.increased Whilethe wecost of those products, and President Trump has threatened additional increased tariffs on goods imported from China as result of current Chinese trade policy. We cannot predict with certainty the duration of tariffs currently in place, the impact of any new or increased tariffs, or the impact of any retaliatory tariffs,tariffs. ifIf we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.

•we may face difficulties obtaining or maintaining insurance coverage to the extent we do not meet the ESG-relatedsustainability- or environmental-related conditions or requirements of our insurers;

We rely on a variety of intellectual property rights that we use in our businesses, including our patents and proprietary rights relating to our FlexJoint®, Merlin®, Active Seat Gate Valves, Evolv® and SmartStart Plus® technologies, and intervention and downhole extended-reach tools (including our HydroPull® tool) utilized in the completion or workover of oil and natural gas wells. The market success of our technologies will depend, in part, on our ability to obtain, secure, maintain and enforce our proprietary rights in these technologies and to safeguard our trade secrets and non-public information. We may not be able to successfully preserve these intellectual property rights and these rights could be invalidated, circumvented or challenged by third parties. In addition, we may be required to expend significant amounts of money pursuing and defending our intellectual property rights, and these proceedings may not ultimately be successful. In addition, we face risks related to the global nature of our business, as the laws of some foreign countries in which our products and services may be sold may provide less robust protection of enforcement mechanisms than those available in the United States. If any of our patents or other intellectual property rights are determined to be invalid or unenforceable, or if a court or other tribunal limits the scope of claims in a patent or fails to recognize our trade secret rights, our competitive advantages could be significantly reduced in the relevant technology, allowing competition for our customer base to increase, adversely affecting our competitive position.

Although we do not directly engage in hydraulic fracturing, a material portion of our operations support many of our oil and natural gas exploration and production customers in such activities. There exists federal regulatory initiatives and various state laws and regulations that have increased, and have the potential to further increase, the regulatory burden imposed on hydraulic fracturing. Moreover, there has existed, from time to time, the potential for new or amended laws, regulations, executive actions and other regulatory initiatives that could impose more stringent restrictions on hydraulic fracturing, including potential restrictions on hydraulic fracturing on federal lands. Additionally, the BLM has recently finalized rules to update the terms of federal oil and gas leases, including increasing the associated costs and fees. Moreover, further or different constraints may be adopted by the U.S. federal or state governments in the future, including but not limited to a delay in permitting procedures, which may reduce the desirability or viability of projects on federals lands or waters. See “Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters – Hydraulic Fracturing” for more discussion on these matters. The occurrence of any one or more of these developments with respect to hydraulic fracturing in areas where our oil and natural gas exploration and production customers operate could result in potentially significant added costs to comply with requirements relating to permitting, construction, financial assurance, monitoring, recordkeeping and/or plugging and abandonment. In addition, they could experience restrictions, delays or cancellations in the pursuit of production or development activities. Any of the foregoing could reduce demand for the products and services of one or more of our business segments and have a material adverse effect on our business, financial condition and results of operations.

Our oil and natural gas producing customers dispose of flowback water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities. In recent years, wells in the United States used for the disposal by injection of flowback water or certain other oilfield fluids below ground into non-producing formations have been associated with an increased number of seismic events. In response, regulators in states in which our customers operateoperate, from time to time, have adopted additional requirements related to seismicity and its potential association with hydraulic fracturing. See “Part I, Item 1. Business–Environmental and Occupational Health and Safety Matters” for more discussion on these seismicity matters. The introduction of new environmental laws and regulations related to the disposal of wastes associated with the exploration or production of hydrocarbons could limit or prohibit the ability of our customers to utilize underground injection wells. As a result, our customers may have to limit disposal well volumes, disposal rates or locations and, in some instances those customers, or third-party disposal well operators that are used by those customers to dispose of the customers’ wastewater, may be obligated to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our products and services, which could have a material adverse effect on our business, results of operations and financial condition.

Compliance with these regulations and other regulatory initiatives, or any otherfuture new environmental laws and regulations could, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur increased capital or operating expenditures, which costs may be significant. Additionally, one or more of these developments that impact our oil and natural gas exploration and production customers could reduce demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. For example, the U.S. federal government has, in recent years, issued executive orders, new legislation, and regulatory initiatives pursuing action on climate change, including the IRA 2022. However, on his first day in office, President Trump has signed several Executive Orders rescinding many of the previous administration’s climate-related initiatives, including withdrawing from the Paris Agreement and pausing the disbursement of certain IRA 2022 funding.funding, and the Trump Administration has made various proposals to repeal or otherwise modify requirements related to GHG emissions. As a result, our operations as well as the operations of our oil and natural gas exploration and production customers are subject to a series of regulatory, political, financial and litigation risks and uncertainty associated with the production and processing of fossil fuels and emission of GHGs. See “Part I, Item 1. Business – Environmental and Occupational Health and Safety Matters” for more discussion on these risks.

The adoption and implementation of new or more stringent international, federal or state executive actions, legislation, regulations or regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels. Such legislation or regulations could result in increased costs of compliance or costs of consuming,fuels, and thereby reduce demand for oil and natural gas, which could reduce demand for our services and products. Additionally, political, financial, reputational and litigation risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing the ability to continue to operate in an economic manner, which also could reduce demand for our services and products. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, nuclear, geothermal, tidal and biofuels), and government grants, incentives and subsidies such as those contained in the IRA 2022, could reduce demand for hydrocarbons, and therefore demand for our products and services, which would have an adverse effect on our business and results of operations. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations.

In the United States, the ESA and comparable state laws were established to protect endangered and threatened species. Under the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’ habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (“MBTA”). The U.S. Fish and Wildlife Service (“FWS”) (under the first Trump Administration) issued a final rule on January 7, 2021, which notably clarifies that criminal liability under the MBTA will apply only to actions “directed at” migratory birds, their nests, or their eggs; however, in October 2021, the FWS under the Biden Administration revoked the Trump Administration’s rule on incidental take and published an advanced notice of proposed rulemaking to codify a general prohibition on incidental take while establishing a process to regulate or permit exceptions to such a prohibition. WhileThe commentsTrump have been closed, no final actionAdministration has beensince takenwithdrawn onthat theadvanced notice of proposed rulemaking atand, thisin timeApril and it is uncertain what actions, if, any,2025, the TrumpU.S. AdministrationDepartment mayof takethe regardingInterior suchissued rule.a memorandum that reinstated the interpretation that the MBTA’s prohibition only applies to “affirmative actions that have as their purpose the taking or killing of migratory birds, their nests, or their eggs.” Oil and natural gas operations in our operating areas may be adversely affected by seasonal or permanent restrictions on drilling and completion activities designed to protect various wildlife, which may limit our ability to operate in protected areas. Permanent restrictions imposed to protect endangered and threatened species could prohibit drilling and completion activities in certain areas or require the implementation of expensive mitigation measures.

Increasing attention to ESGsustainability and environmental matters may impact our business.

Companies across all industries are facing increasing scrutiny from investors, customers, employees, regulatory bodies and other stakeholders related to their ESGsustainability and environmental practices. Companies which do not adapt to or comply with such stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG-relatedsustainability-and environmental-related issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our customers’ hydrocarbon products and our products and services, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets, or ability to attract and retain a talented workforce. Increasing attention to climate change, for example, may result in demand shifts for our customers’ hydrocarbon products and additional governmental investigations and private litigation against those customers.

Our Board’s Nominating, Governance and Sustainability Committee is responsible for overseeing and managing our ESGsustainability and environmental initiatives. Committee members review the implementation and effectiveness of our ESGsustainability and environmental programs and policies. We have sought to strengthen our ESGsustainability and environmental performance through certain voluntary operational strategies, including, for example (i) pursuing a goal to reduce GHG emissions generated by us; (ii) seeking to co-locate certain of our facilities and common processes, where feasible, to mitigate our GHG emission impacts; (iii) pursuing the implementation of alternative energy systems (for example, solar power) at certain of our facilities, where applicable; (iv) seeking to identify and select low-impact energy providers, where geographically available; (v) evaluating the addition of an onboard system for our trucks that would link to integral vehicle systems to reduce vehicle idling time on work locations; and (vi) purchasing alternative fueled vehicles to reduce carbon-based emissions and improved technology offerings, as fleet replacements occur from time to time, among others. Despite our governance designs to pursue and oversee these matters, however, we cannot guarantee that we will be able to implement any of the opportunities we may review or explore, or, for any opportunities we do choose to implement, to implement them successfully and within a specific timeframe or across all operational assets. Moreover, we note that even with our governance oversight in place, we may not be able to adequately identify or manage ESG-relatedsustainability- and environmental-related risks and opportunities, which may include failing to achieve ESG-relatedsustainability- and environmental-related strategies and goals or inadvertently increasing certain risks with some stakeholders in an attempt to address those of other stakeholders.

Also, despite any aspirational goals, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate sustainability- or other ESG-relatedenvironmental-related goals, but we cannot guarantee that we will be able to implement such goals because of changes in activity levels, potential costs or technical or operational obstacles. Certain statements or initiatives with respect to ESGsustainability and environmental matters that we may pursue or assert are increasingly subject to heightened scrutiny from the public and governmental authorities, as well as other parties. For example, the SEC has recently taken enforcement action against companies for ESG-related misconduct, including alleged “greenwashing,” (i.e., the process of conveying misleading information or making false claims that overstate potential ESG benefits). Certain regulators,Regulators, such as the SEC and various state agencies, as well as nongovernmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain ESGsustainability and environmental statements, goals or standards were misleading, false or otherwise deceptive. Certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. More recent political developments could result in increased criticism or litigation risks from certain “anti-ESG” parties, including various governmental agencies. Such sentiment may focus on our environmental or social commitments (such as reducing GHG emissions) or itsour potential pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments. Consideration of ESG-relatedsustainability- and environmental-related factors in our decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may be subject to pressure in the media or through other means, such as governmental investigations, enforcement actions, or other proceedings, all of which could adversely affect our reputation, business, financial performance, market access and growth. Accordingly, there may be increased costs related to reviewing, implementing and managing such policies, as well as compliance and litigation risks based both on positions we do or do not take, or work we do or do not perform.

In August 2022, former President Biden signed the IRA 2022 into law. The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. These incentives or similar future incentives could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our products and services. However, on January 20, 2025, Presidentthe Trump issuedAdministration anhas executivetaken ordersteps pausingto reduce or eliminate certain fundingincentives, disbursementsincluding underthose for zero-emission vehicles, and the IRAOBBBA 2022;eliminates electric vehicle credits previously available for new and used electric and commercial fleets. We cannot predict whether or not these regulatory repeals will ultimately be successful or if future administrations may seek to restore incentives and further promote or mandate the potential impactadoption of thiselectric action and any future similar attempts to limit the incentives under the IRA 2022 are uncertain.vehicles. In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge. The IRA 2022 amendsamended the federal CAA to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the offshore and onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charge starts in 2024 at $900 per ton of methane, increases to $1,200 in 2025, and increases to $1,500 for 2026 and each year after. Regulations to implement the methane emissions charge were finalized in November 2024.2024, Thebut Congress repealed those regulations in February 2025 under the Congressional Review Act. Moreover, the OBBBA delayed the implementation of the methane emissions charge coulduntil increase2034. ourWe customers’cannot operatingpredict costs and adversely affect their businesses, thereby reducing demand for our products and services. Whileif the Trump Administration and/or Congress couldmay take actionfurther actions with respect to revisethe IRA 2022 or repeal the methane chargeemissions charge, or other elements of the IRAultimate 2022, the timing or outcomeimpact of such actions cannotmay behave predicted.on our business or results of operations.

We are subject to various complex and evolving U.S. federal, state,state and local and foreignnon-U.S. taxes. U.S. federal, state,state and local and foreignnon-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be implemented, interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. For example, the Organisation for Economic Co-operation and Development,Development (the “OECD”), an international association of 38 countries that includes the United States, has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%. OnceOn weJanuary reach5, 2026, the OECD released administrative guidance under the Pillar Two applicable revenue thresholds,framework, which weintroduces expectcertain safe harbors for multinational groups headquartered in certain eligible jurisdictions effective from January 1, 2026. While these safe harbors may reduce the applicability of minimum tax to occurour nostructure, earlierit thandoes 2026,not eliminate the Pillar Two rules could increaseminimum tax compliance complexityentirely and uncertainty and result in additional administrative costs and income tax liabilities in those taxing jurisdictions where we operatecontinue thatto have implemented Pillar Two rules. Further, absent U.S. congressional action,monitor the U.S. federal tax rate applicableimpact to certain income earned by our non-U.S. subsidiaries will increase for tax years beginning after December 31, 2025, and certain taxpayer beneficial provisions of the Tax Cuts and Jobs Act will expire. All of the above contemplated and non-contemplated changes in the applicable tax rules may have a material adverse effect on our business, results of operations and financial condition.structure.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related notes appearing in “Part II Item 8 Financial Statements and Supplementary Data.” This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on our current expectations, estimates and projections about our business operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of numerous factors, including the known material factors set forth in “Part I, Item 1A. Risk Factors.” You should read the following discussion and analysis together with our Consolidated Financial Statements and the notes to those statements included elsewhere in this Annual Report on Form 10‑K in order to understand factors, such as business combinations, charges and credit and financing transactions, which may impact comparability from period to period.

We provide a broad range of manufactured products and services to customers in the energy, industrialmilitary and militaryindustrial sectors through our Offshore Manufactured Products, Completion and Production Services (previously referred to as Well Site Services) and Downhole Technologies segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers’ willingness to invest capital in the exploration for and development of crude oil and natural gas reserves. Our customers’ capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, making demand for our products and services sensitive to expectations regarding future crude oil and natural gas prices, as well as economic growth, commodity demand and estimates of resource production and regulatory pressures.

Brent and West Texas Intermediate (“WTI”) crude oil and natural gas pricing trends were as follows:

InWe 2023,implemented wecertain beganinitiatives implementingin initiatives, which continued throughout 2024,2025 to reduceoptimize costs.our Managementoperations and improve future returns. These actions were concentrated in 2024our U.S. land-focused operations and included: the consolidation, relocation and exit of certain underperformingoperating locations; the exit of certain product and service offerings; the exit of previously closed facilities; and reductions in our U.S. work force as well as the realignment of operations discussed below.workforce. We also incurredassessed legalthe carrying value of certain long-lived and other relatedassets costsbased toon enforcethe certainindustry patentsoutlook relatedregarding tooverall demand for and pricing of our proprietaryproducts technologies.and services, market competitiveness and management decisions. As a result of these actions,events, actions and assessments, our reported pre-tax results for 20242025 included $24.6$121.1 million in non-cash goodwill, intangible asset and operating lease asset impairment charges as well as $13.7$11.6 million of costs associated with facility consolidation and exit, patent defenseexits and other charges. Partially offsetting these charges were sales of facilities, equipment and inventory for net proceeds of $20.2 million in 2025.

Current and expected future pricing for WTI crude oil and natural gasgas, inflationary and inflationarytariff-driven cost increases, along withand expectations regarding the regulatory environment in the regions in which we operate,operate are factors that will continue to influence our customers’ willingness to invest capital in their businesses. Expectations for the longer-term price for Brent crude oil will continue to influence our customers’ spending related to global offshore and international drilling and development and, thus, a significant portion of the activity of our Offshore Manufactured Products segment.

Crude oil and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including: geopolitical conflicts in Europe andEurope, the Middle East,East and South America, along with associated international tensions; the moderate perceived risk of a global economic recession; the levels of domestic or international crude oil and natural gas production; technological advancements; consolidation of oil and gas producers; changes in governmental rules and regulations; sanctions; tariffs; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.

U.S. drilling, completion and production activity and, in turn, our financial results, are sensitive to near-term fluctuations in commodity prices, particularly U.S. WTI crude oil and natural gas prices, given the short-term, call-out nature of our U.S. operations.

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the offshore drillingmilitary and completionindustrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 90%91% of Offshore Manufactured Products segment sales in 20242025 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. ThisDeepwater segmentoil and gas development projects may also producesbe impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a varietyminimum of products80 million acres (if available), in the Central and Western Gulf of America Planning Areas for use in industrial, military and other applications outside the traditionalnext energy15 industry.years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deepseadeep-sea mineral gathering opportunities.

Backlog reported by our Offshore Manufactured Products segment decreasedincreased to $435 million as of December 31, 2025 from $311 million as of December 31, 2024 from $327 million as of December 31, 2023.2024. Bookings totaled $392$554 million in 2024,2025, yielding an annual book-to-bill ratio of 1.0x in 2024. This compares to total bookings of $414 million in 2023 and a book-to-bill ratio of 1.1x.1.3x. The following table sets forth backlog as of the dates indicated (in millions).

Our Completion and Production Services segment provides completion and production services in the United States (including the Gulf of America) and internationally. Prior to the sale of its drilling rigs in August of 2024, the segment also provided land drilling services in the United States. U.S. drilling and completion activity and, in turn, our Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of its operations. We primarily supply equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our U.S. operations, which are dependent primarily upon the level and complexity of drilling, completion and workover activity in our areas of operations. Well intensity and complexity have increased with the continuing transition to multi-well pads, the drilling of longer lateral wells and increased downhole pressures, along with the increased number of frac stages completed in horizontal wells.

Our Downhole Technologies segment provides oil and gas perforation systems, downhole tools and services in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies. Product and service offerings for this segment include innovations in perforation technology through patented and proprietary systems combined with advanced modeling and analysis tools. This expertise has led to the optimization of perforation hole size, depth, and quality of tunnels, which are key factors for maximizing the effectiveness of hydraulic fracturing. Additional offerings include frac plugs, toe valves and other elastomer products, which are focused on zonal isolation for hydraulic fracturing of horizontal wells, and a broad range of consumable products, such as setting tools and bridge plugs, that are used in completion, intervention and decommissioning applications. Hydraulic fracturing activity, and, in turn, our Downhole Technologies segment’s results, are sensitive to commodity prices, particularly WTI crude oil prices, given that lower activity may result in reduced demand for our consumable products. Demand drivers for the Downhole Technologies segment include continued trends toward longer lateral lengths, increased frac stages and more perforation clusters to target increased unconventional well productivity.

Demand for our completion-related products and services within our Completion and Production Services and Downhole Technologies segments is highly correlated to changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the drillingcompletion rig(“frac”) count. The following table sets forth a summary of the U.S. drilling rig count, as measured by Baker Hughes Company, as of and for the periods indicated.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. In 2018, the United States imposed tariffs on a variety of imported products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In addition, in response to Russia’s invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests. In early 2025, the Trump Administration, after taking office, proposed increases to existing U.S. tariffs as well as the imposition of certain new tariffs. The effect of these sanctions and tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters. While we cannot predict with certainty the duration of tariffs currently in place, the impact of any new or increased tariffs, or the impact of any retaliatory tariffs,tariffs. ifIf we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products remain at current levels or increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations couldwould be adversely affected. Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.

Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

This selected financial data should be read in conjunction with our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in order to understand factors, such as charges, creditscharges and financing transactions,credits, which may impact comparability of the selected financial data.

The following summarizes our consolidated results of operations for the years ended December 31, 2024, 20232025 and 20222024 (in thousands, except per share amounts):

_______________ (12)During 2024, we recognized a net gain of $15.3 million associated with the sale of a previously idled facility. During 2022, we recognized a gain of $6.1 million associated with the settlement of outstanding litigation.

We manage and measure our business performance in three distinct operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the years ended December 31, 2024, 20232025 and 20222024 is summarized below (in thousands):

_______________ (1)During 20242025 and 2023,2024, we recognized facility consolidation and other charges of $3.4$1.6 million and $2.5$3.4 million, respectively, within the Offshore Manufactured Products segment, associated primarily with the segment’s consolidation and relocation of certain manufacturing and service locations. During 2022, we recognized a gain of $6.1 million associated with the settlement of outstanding litigation against certain service providers.

(2)During 2024,2025, we recognized charges of $24.3$10.8 million within the Completion and Production Services segment, associated with U.S. land-based restructurings. During 2024, the Completion and Production Services segment recognized charges of $24.3 million associated primarily with the exit of its flowback and well testing service offering, the consolidation and exit of certain underperforming service locations, and the defense of certain patents. In 2023, we recognized $0.6 million in costs associated with the defense of certain of the segment’s patents.

(4)During 2025, we recognized a non-cash impairment charge of $7.1 million associated with assets held for sale recorded in Corporate operations. During 2024, we recognized a net gain of $15.3 million within Corporate operations associated with the sale of a previously idled facility.

For further discussion of charges and credits recognized during the years ended December 31, 2024, 20232025 and 2022,2024, see Note 4,2, “Summary of Significant Accounting Policies,” and Note 3, “Asset Impairments and Other Charges and Credits,” to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion.

ResultsOur results of operations for 20242025 reflect the impact of operators’increased continuedcapital investmentinvestments inby our offshore and international projects and associated backlog conversion, partiallycustomers, offset by a decline in U.S. land-based investments by our U.S. customers,investments, competitive market conditionsconditions, increased U.S. trade tariffs and management’s decision to exit certain underperforming locationslocations, service lines and serviceproduct offerings in the United States.

Consolidated product revenues in 20242025 decreasedincreased $16.0$33.8 million, or 4%,8%, from 2023,2024, with the impact of a decline in U.S. customer demand for completion and perforating products partially offsetled by higher customer demand for militaryconnector, crane and drilling products partially offset by a reduced project-driven platform and valve revenues and U.S. customer demand for completion-related products. Consolidated service revenues in 20242025 decreased $73.7$57.4 million, or 20%, from 2023.2024. This decrease was concentrated in the United States – drivenreflective by lower land-based customer investments (particularly in natural gas basins), competitive market conditions andof our exit of certain underperforming land-based service offerings andfollowing locationsan duringindustry-wide 2024,reduction partiallyin offsetonshore byactivity higher offshore and international service activity.levels.

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the yearyears ended December 31, 20242025 and 20232024 (in thousands):

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in 2025 decreased $70.7$0.5 million, or 12%, in 2024 compared to 2023.2024.

Consolidated product costs in 20242025 decreasedincreased $14.2$52.8 million, or 4%,17%, compared to 20232024. Cost of revenues in 2025 included a non-cash inventory impairment provision of $20.8 million – driven by the decision to exit older technology product offerings and the U.S. market downturn. Excluding this 2025 impairment provision, consolidated cost of revenues increased $32.0 million, or 10%, from 2024 due primarily to the reported decreaseincrease in product revenue. Consolidated service costs in 20242025 decreased $56.5$53.2 million, or 20%,24%, compared to 2023,2024, withdue the impact ofto lower U.S. activityrevenue levels and the strategic actions implemented cost control measures partially offset by facility consolidation and exit costs, and severance expenses incurred in 2024.our U.S. land-based operations to improve reported results.

Selling, General and Administrative Expense. Selling, general and administrative expense totaled $90.4 million in 2025. This compares to an expense of $95.0 million in 2024, which included $2.8 million of costs associated with enforcing certain of our patents. Excluding these patent defenselitigation costs, selling, general and administrative costs decreased $1.4$1.8 million, or 1%,2%, from the levelprior-year reportedperiod, indue 2023,primarily with the impact ofto lower short-commissions, marketing, information technology and long-term incentive compensation expenses and cost reduction measures partially offset by an increase in the provision for bad debt.debt expenses.

Depreciation and Amortization Expense. Depreciation and amortization expense in 2025 decreased $6.1$7.3 million, or 10%, in 202413%, compared to the prior-year period.period due to reductions in capital investments. Note 14,13, “Segments and Related Information,” to ourthe Consolidated Financial Statements included in this Annual Report on Form 10-K presents depreciation and amortization expense by segment.

Impairment of Goodwill. In the first quarter of 2024, our Downhole Technologies operations recognized a non-cash impairment charge of $10.0 million related to goodwill transferred to the business in connection with the segment realignment discussedof above.operations between segments. See Note 4,2, “AssetSummary Impairmentsof andSignificant OtherAccounting Charges and Credits,Policies,” to ourthe Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion.10-K.

ImpairmentsImpairment of Operating LeaseLong-Lived Assets. During 2025, we performed a fair value assessment of the long-lived assets of an asset group within the Downhole Technologies segment and recognized a non-cash impairment charge of $91.0 million. In 2024, management made strategic decisions to exit seven leased service locations withinaddition, our Completion and Production Services segment and one within our Downhole Technologies segment. As a result of these decisions, our Completion and ProductionProductions Services and Downhole Technologies segments recognized non-cash impairment charges totaling $3.8$2.3 million toin reduceconnection with the carrying amountexit of theleased related operating lease assets. See Note 4, “Asset Impairments and Other Charges and Credits,” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion.locations.

Operating Income (Loss). Our consolidated operating loss was $98.0 million in 2025, which included $121.1 million in non-cash asset impairment charges as well as charges totaling $11.6 million associated primarily with the continued restructuring of our U.S. land-based operations and facilities. This compares to a consolidated operating loss of $1.7 million in 2024, which included non-cash charges of $24.6 million forin goodwill, intangiblenon-cash asset and operating lease asset impairments, otherimpairment charges totalingand $13.7 million associated with facility consolidations and exits, patent defense and other management actions, and a net gain of $15.3 million on the sale of an idled facility. This compares to consolidated operating income of $23.2 million in 2023, which included facility consolidation and other charges of $3.1 million. Excluding these charges,charges and gain, operating results declinedimproved $5.0by $13.5 million year-over-year, driven primarily by thea substantial$7.3 declinemillion decrease in activitydepreciation levelsand amortization expense, growth in theoffshore Unitedand Statesinternational duringactivity 2024.and strategically implemented restructuring actions in our U.S. land-based operations.

Income Tax. For 2024,2025, our income tax provision was $6.8 million, which included the impact of an increase in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on a pre-tax loss of $102.5 million. This compares to an income tax provision of $3.4 million, which included the impact of a $10.0 million goodwill impairment charge, other non-deductible expenses and an increase in valuation allowances recorded against deferred tax assets, on a pre-tax loss of $7.9 million. This compares to an income tax provision of $2.9 million, which included the impact of certain non-deductible expenses, discrete tax items and a reduction in valuation allowances recorded against deferred tax assets, on pre-tax income of $15.8 million for 2023.2024.

Other Comprehensive Income (Loss). Reported comprehensive income (loss) is the sum of reported net income (loss) and other comprehensive income (loss). Other comprehensive income was $13.3 million in 2025 compared to other comprehensive loss wasof $9.5 million in 2024 compared to comprehensive income of $9.0 million in 2023 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For 20242025 and 2023,2024, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During 2025, the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar. This compares to 2024, when the exchange rates for both the British pound and the Brazilian real weakened compared to the U.S. dollar. This compares to 2023, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Revenues. Our Offshore Manufactured Products segment revenues increased $16.2$33.2 million, or 4%,8%, in 20242025 compared to 20232024 due primarily to increased demand for the segment’s international and offshore-projectoffshore drivenproject-driven servicesconnector, crane and militarydrilling products.

“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors. The risks described in such report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may materially adversely affect our business, financial conditions or future results. There have been no material changes to our risk factors as set forth in our 2025 Annual Report on Form 10-K.10-K, as amended by our 2025 Annual Report on Form 10-K/A.

(2)On AprilJuly 24,28, 2026, the spot price per barrel of Brent and WTI crude oil closed at $111.86$85.51 and $98.42,$80.91, respectively.

The spot price per barrel of Brent crude oil increasedaveraged $65,$103 or 107%, duringin the firstsecond quarter of 20262026, toan $127 asincrease of March$39, 31,or 202661%, from the fourth quarter of 2025 following the escalation of military actions in the Middle East in late-February 2026. TheseDespite the increases in crude oil prices, these evolving military actions have resulted in customer delays in project awards, cost increases and supply-chain and logistical constraints in the Middle East region, which have negatively impacted demand for our products and services in the area and limited our access to and increased the price of explosivecertain powdersraw materials and other products used in our perforating operations during the first quarterhalf of 2026. The conflict has also resulted in damage to crude oil refining and storage facilities and severely limited tanker access to the region, causing operators to shut in or limit crude oil production. Continuation or expansion of these military hostilities and export constraints in the Middle East will likely negatively impact our results of operations over the balance of 2026 and possibly beyond. As a major oil producer, Iran’s involvement has heightened concerns over potential supply disruptions and transportation risks, contributing to significant volatility in global oil and natural gas prices. In particular, the restriction or cessation of maritime traffic through the Strait of Hormuz has significantly depressed global supply of oil and natural gas, resulting in increased volatility and overall elevated prices, as well as causing overall disruptions in global commodities markets. While the ultimate impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global commodities markets has the potential to materially adversely affect our business and operations and those of our suppliers and customers. Further, in late April 2026, the United Arab Emirates (“UAE”) announced that it was withdrawing from OPEC, and as a result, would no longer be subject to OPEC imposed production cuts.controls. While no other countries have yet followed the UAE in leaving OPEC, increased oil and gas production from the UAE, along with any other country that may leave OPEC, could increase global oil and gas supply, resulting in lower oil and gas prices.

In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy. These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and have increased the cost of certain products we manufacture in the United States when compared to the first quarter of 2025.States.

We implemented certain initiatives in 2025, which have continued into 2026, to optimize our operations and improve future returns. These actions were concentrated in our U.S. land-focused service operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; the exit of previously closed facilities; and reductions in our U.S. workforce. We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, market competitiveness and management decisions. As a result of these events, actions and assessments, our reported pre-tax results for the first threesix months of 2026 included $2.7$4.1 million of costs associated primarily with facility exits as well as $1.4 million in non-cash asset impairment charges.

On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for original aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facilityfacility, which was available for a six-month period (the “Term Loan Facility”),. replacingThe Cash Flow Credit Agreement replaced our existing asset-based credit agreement (the “ABL Agreement”). Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility, and the remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.

On April 1, 2026, we retired the outstanding $52.7 million of outstanding principal amount of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of: $25.5$50.5 million of cash on-hand; borrowings of $25.0 million under the Revolving Credit Facility; and the issuance of 529,428 shares of our common stockstock. (withWith athe fairelection valueby substantially all holders of $5.9the million).outstanding We2026 willNotes recognizeto convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million on the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 90%91% of our Offshore Manufactured Products segmentsegment’s sales in the first threesix months of 2026 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. Deepwater oil and gas development projects may also be impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a minimum of 80 million acres (if available), in the Central and Western Gulf of America Planning Areas for the next 15 years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.

Backlog reported by our Offshore Manufactured Products segment decreasedincreased to $430$451 million as of MarchJune 31,30, 2026 from $435 million as of December 31, 2025. Bookings totaled $84$114 million in the firstsecond quarter of 2026, yielding a quarterly book-to-bill ratio of 0.9x.1.2x (1.1x year-to-date). The following table sets forth backlog as of the dates indicated (in millions).

Our Completion and Production Services segment provides completion and production services in the United States (including the Gulf of America) and internationally. Over recent years, the segment has exited the majority of its U.S. land-based service operations in response to reductions in activity levels and highly competitive market conditions. The Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly crude oil prices, given the short-term, call-out nature of its operations. We primarily supply rental equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our operations.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In the first quarter of 2026, the U.S. Supreme Court struck down broad tariffs previously imposed through executive orders under the International Emergency Economic Powers Act of 1977 on a wide range of imported goods. In response, President Trump implemented a 10% import surcharge on a broad range of goods under Section 122 of the Trade Act of 1974, which areexpired currentlyon scheduledJuly 24, 2026 pursuant to expirethe instatute's 150-day limitation. President Trump also implemented 10% to 12.5% tariffs on imports from sixty economies under Section 301 of the Trade Act of 1974. These tariffs, effective July 202624, unless extended. These new tariffs2026, target various categories of imports, including certain raw materials used in our operations, such as steel, aluminum and copper. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, Chinese export restrictions on tungsten-related and other products used by us, existing trade agreements, anti-dumping and countervailing duty regulations and more.

Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain and logistic disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

For more information on our health and safety policy and other workforce policies, please see “Part I, Item 1. Business – Human Capital” in our Annual Report on Form 10-K for the year ended December 31, 2025.2025, as amended by our Annual Report filed on Form 10-K/A.

This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report on Form 10-K/A, in order to understand factors, such as charges,charges and credits, which may impact comparability of the selected financial data.

The following summarizes our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except per share amounts):

We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three and six months ended MarchJune 31,30, 2026 and 2025 is summarized below (in thousands):

_______________ (1)During the firstthree threeand six months ofended June 30, 2025, we recognized charges of $0.9$2.2 million and $3.1 million, respectively, within the Completion and Production Services segment, associated primarily with the consolidation and exit of certain underperforming service locations.

(2)During the firstthree threeand six months ofended 2026,June 30, 2025, we recognized facility exit charges of $2.5$1.2 million andwithin the Downhole Technologies segment, associated primarily with the exit of a non-cashleased impairment charge of $1.4 million associated with assets held for sale recorded in Corporate operations.facility.

For further discussion of charges recognized during the three and six months ended MarchJune 31,30, 2026 and 2025, see Note 2, “Asset ImpairmentsCharges and Other Charges,Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

We reported net income for the three months ended MarchJune 31,30, 2026 of $1.1$5.9 million, or $0.02$0.10 per share. The reported second quarter net income included restructuring and asset impairmentnet charges of $4.1$2.5 million ($4.1$2.5 million after tax, or $0.07$0.04 per share) associated with debt extinguishment, executive transition and the continued exit of certain of our U.S. land-based operations.facilities, partially offset by a gain on facility disposal. These results compare to net income for the three months ended MarchJune 31,30, 2025 of $3.2$2.8 million, or $0.05 per share.share, which included net charges of $3.3 million ($2.6 million after tax, or $0.04 per share) associated primarily with the exit of U.S. land-based facilities and personnel reductions, partially offset by gains associated with debt extinguishment.

Our results of operations for the firstsecond three monthsquarter of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers,customers and disruptions resulting from the military conflict in Iran and increased U.S. trade tariffs.Iran.

Revenues. Consolidated total revenues in the firstsecond three monthsquarter of 2026 decreased $14.6$8.7 million, or 9%,5%, from the firstsecond three monthsquarter of 2025 drivendue primarily byto our exit of underperforming service offerings and locationsfacilities over the past 15 months.months and lower project-driven product sales. Excluding the impact of exited operations, consolidated revenues declineddecreased $3.1$2.5 millionmillion, or 2%, year-over-year.

Consolidated product costsrevenues in the firstsecond three monthsquarter of 2026 decreased $6.0$8.6 million, or 7%,8%, comparedfrom the second quarter of 2025, with the impact of lower project-driven product sales partially offset by higher customer demand for completion and perforating products. Consolidated service revenues in the second quarter of 2026 were comparable to the firstsecond three monthsquarter of 20252025, duewith primarilyhigher to reduction in revenues. Consolidatedproject-driven service costsactivity offset by the impact of our exit of certain underperforming U.S. land-based service offerings and lower customer activity in the firstMiddle three months of 2026 decreased $5.1 million, or 12%, compared to the first three months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.East.

Depreciation and Amortization Expense. Depreciation and amortization expense in the first three months of 2026 decreased $3.8 million, or 32%, in the second quarter of 2026 compared to the prior-year periodquarter due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

ImpairmentImpairments of AssetsOperating HeldLease forAssets. Sale. DuringIn the firstsecond three monthsquarter of 2026,2025, wemanagement madecontinued its restructuring efforts to reduce costs in its U.S. land-based operations. As a decision to sell additional equipment, which was reclassified to assets held for sale. The carrying valueresult of these assetsdecisions, heldour forCompletion saleand wereProduction reducedServices toand theirDownhole estimatedTechnologies fairsegments value,recognized resultingnon-cash inimpairment thecharges recognition of atotaling $1.4 million non-cashin impairmentconnection charge.with its exit of leased locations. See Note 2, “Asset ImpairmentsCharges and Other Charges,Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Operating Income.Income (Loss). Our consolidated operating income was $4.3$11.7 million in the firstsecond three monthsquarter of 2026, which included $1.7 million in executive transition costs and $1.4 million in non-cash asset impairment charges as well as other charges totaling $2.7 million associated with the continued exit of our U.S. land-based operations and facilities. This compares to asecond quarter 2025 consolidated operating income of $5.6$5.3 million, which included $1.4 million in theoperating firstlease threeasset monthsimpairment charges and $2.3 million of 2025, which included $0.9 millioncharges associated with facility consolidationsexits and exits.other management actions. Excluding these charges, operating resultsincome improvedincreased by $1.8$5.8 million year-over-year, with the impact of athe $3.8 million decrease in depreciation and amortization expense substantiallyand an incremental increase of $1.9 million in gains on the sale of assets, partially offset by the impact of the revenue decline andin lower gains on the sale of assets.revenue.

Interest Expense, Net. Net interest expense totaled $1.2$0.5 million in the firstsecond three monthsquarter of 2026, whichdue to the retirement of the 2026 Notes on April 1. This compares to $1.6$1.7 million in the firstsame three monthsperiod of 2025. Interest expense as a percentage of total debt outstanding was approximately 8% in the first three months of 2026 and 7% in the first three months of 2025.

Income Tax. For the first three months ofended June 30, 2026, our income tax provision was $2.1$2.0 million, which included the impact of changes in valuation allowance recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $7.9 million. This compares to an income tax provision of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $3.3 million. This compares to an income tax provision of $1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the first three months ofended June 30, 2025.

Other Comprehensive Income (Loss).Income. Reported comprehensive income (loss) is the sum of reported net income and other comprehensive income (loss).income. Other comprehensive lossincome was $1.2$0.7 million in the firstsecond three monthsquarter of 2026 compared to other comprehensive income of $5.5$9.1 million in the firstsecond three monthsquarter of 2025 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar forwhich are used to translate certain of the international operations of our operating segments. For the first three months ofended June 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During both the firstsecond three monthsquarter of 2026,2026 the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar. This compares to the first three months ofand 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Revenues. Our Offshore Manufactured Products segment revenues declineddecreased $1.2$13.9 million, or 1%,13%, in the firstsecond three monthsquarter of 2026 compared to the firstsecond three monthsquarter of 2025 due primarily to lower demand for the segment’s international and offshore project-driven connector,product valvesales, and production platform products, substantiallypartially offset by the impact of higher service activity.

Operating Income. Our Offshore Manufactured Products segment reported operating income of $14.4$13.9 million in the firstsecond three monthsquarter of 2026. This compares to operating income of $14.3 million in the firstsecond three monthsquarter of 2025.2025 of $17.0 million. The $3.1 million decline in operating income was driven primarily by the revenue decline.

Backlog. Backlog in our Offshore Manufactured Products segment totaled $430$451 million as of MarchJune 31,30, 2026, with second quarter 2026 comparedbookings toof $435$114 million as of December 31, 2025. Bookings during the first three months of 2026 were $84 million, yieldingand a quarterly book-to-bill ratio of 0.9x.1.2x.

Revenues. Our Completion and Production Services segment revenues decreased $13.0$5.2 million, or 38%,18%, in the firstsecond three monthsquarter of 2026 compared to the firstprior-year three months of 2025,period, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities.facilities and lower customer activity in the Middle East. Excluding the impact of exited operations, revenues decreasedincreased $1.6$1.1 millionmillion, or 5%, year-over-year.

Operating Income. Our Completion and Production Services segment reported operating income of $3.5$3.9 million in the firstsecond three monthsquarter of 2026. This compares to operating income of $3.5$1.9 million in the firstsecond three monthsquarter of 2025, which included charges totaling $0.9$2.2 million associated primarily with facilitythe consolidationsexit andof exits.service locations. Excluding thethese 2025 charges, the Completion and Production Services segment’s operating resultsincome declined $0.9$0.1 million from the prior-year period, due primarily to lowera offshore$2.2 andmillion internationalreduction activityin levels,gains partiallyon the sale of assets, substantially offset by a $1.8$1.6 million reduction in depreciation and amortization expense.expense and strategic actions implemented to improve reported results.

Revenues. Our Downhole Technologies segment revenues decreasedincreased $0.4$10.3 million, or 1%,35%, in the firstsecond three monthsquarter of 2026 from the firstprior-year three months of 2025,period, driven by lowerhigher U.S.demand customerfor activity levelsperforating and competitivecompletion marketproducts conditions.following our new product introductions.

Operating Loss.Income (Loss). Our Downhole Technologies segment reported an operating lossincome of $0.4$2.7 million in the firstsecond three monthsquarter of 2026. This compares to an operating loss of $2.1$4.0 million reported in the firstsecond three monthsquarter of 2025.2025, Thewhich $1.7included charges totaling $1.2 million improvementprimarily inassociated with the exit of a leased facility. Excluding these 2025 charges, the Downhole Technologies operating results wasimproved due$5.5 million year-over-year, driven primarily toby the reported increase in revenues and a $2.5 million reduction in depreciation and amortization expense, partially offset by the reported revenue decline.expense.

Operating Loss. Corporate expenses totaled $13.2$8.9 million in the firstsecond three monthsquarter of 2026, which included a $4.1 million gain recognized on the sale of a previously idled facility, $1.7 million of executive transition costs and $1.4 million impairmentin of assets held for sale and costs totaling $2.5 millioncharges associated with ongoing plansactions to monetize assets held for sale. This compares to Corporate expenses of $10.0$9.6 million in the firstsecond three monthsquarter of 2025. Excluding thesethe items,2026 charges and credits, Corporate expenses decreasedincreased $0.7$0.4 million year-over-year due primarily to lowerhigher short-term incentive compensation accruals.