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

•worldwide political, military, and economic conditions (including impacts from the Russia Ukraine Conflict); and

Reductions in capital spending or reductions in the prices we receive for our products and services provided to our customers could have a material adverse effect on our business, financial condition and results of operations. Spending by exploration and production companies can also be impacted by conditions in the capital markets, which may be volatile at times. Limitations on the availability of capital or higher costs of capital may cause exploration and production companies to make additional reductions to their capital budgets even if oil and natural gas prices increase from current levels. In addition, the transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers' levels of expenditures.expenditures on products and services related to fossil fuels. Any such reductions in spending could curtail drilling programs, as well as discretionary spending on well services, which may result in a reduction in the demand for certain of our products and services, the rates we can charge for and the utilization of our assets, any or all of which could have a material adverse effect on our business, financial condition and results of operations.

Our fulfillment system relies on a global network of external suppliers and service providers, which may be impacted by macroeconomic conditions, changes in trade policy and geopolitical conflict and instability. Shortages, supplier capacity constraints, supplier production disruptions, supplier quality and sourcing issues or price increases could have a material adverse effect on our business, financial condition and results of operations.

We purchase a variety of raw materials, as well as parts and components made by other manufacturers and suppliers for use in our manufacturing facilities. Our global supply chain is also subject to macroeconomic conditions and political risks. Adverse macroeconomic conditions, including inflation, slower growth or recession and higher interest rates could create disruptions in our supply chain. Changes in trade policy, like the introduction of new tariffs, may negatively impact our ability to source components at prices and other terms that are acceptable to us. Similarly, geopolitical risks, including instability resulting from civil unrest, political demonstrations, strikes and armed conflict or other crises in the oil and gas producing regions, such as the Russia Ukraine Conflict and the resulting sanctions, could change the global supply chain dynamics and demand. A disruption in deliveries to or from suppliers, or decreased availability of materials at acceptable prices or at all, could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. Also, certain parts and equipment that we use in our operations may be available only from a small number of suppliers, manufacturers or service providers, or in some cases may be sourced through a single supplier, manufacturer or service provider.providers. A disruption in the deliveries from such third‑party suppliers, manufacturers or service providers, capacity constraints, production disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment could adversely affect our ability to meet our commitments to customers and have a material adverse effect on our business, financial condition and results of operations.

Sustainability initiatives are a growing global movement. Continuing political and social attention to these issues has resulted in both existing and pending international agreements and national, regional and local legislation, regulatory measures, reporting obligations and policy changes.changes, including to reduce the reliance upon oil and natural gas. Also, there is increasing societal pressure in some of the areas where we operate, to limit greenhouse gas emissions as well as other global initiatives. These agreements and measures, including the Paris Climate Accord, may require, or could result in future legislation, regulatory measures or policy changes that would require, significant equipment modifications, operational changes, taxes, or purchases of emission credits to reduce emission of greenhouse gases from our operations or those of our customers, which may result in substantial capital expenditures and compliance, operating, maintenance and remediation costs. As a result of heightened public awareness and attention to these issues as well as continued political and regulatory initiatives to reduce the reliance upon oil and natural gas,result, demand for hydrocarbons may be reduced, which could have an adverse effect on our business, financial condition, and results of operations. The imposition and enforcement of stringent greenhouse gas emissions reduction requirements could severely and adversely impact the oil and natural gas industry and therefore significantly reduce the value of our business.

Our long-term success depends on our ability to effectively participate in the energy transition, which will require adapting our technology portfolio to potentially changing market demand for products and services and to support the production of energy from sources other than hydrocarbons (e.g., geothermal, carbon capture, responsible abandonment, wind, solar and hydrogen). If the energy transition landscape changes faster than anticipated or in a manner that we do not anticipate, demand for our products and services could be adversely affected. Furthermore, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors or financial institutions shift funding away from companies focused primarily or solely in fossil fuel-related industries, it could materially adversely affect our business, financial condition, results of reparationsoperations and our access to capital or the market for our securities.

•global political, economic and market conditions, political disturbances, war, terrorist attacks, changes in global trade policies and tariffs, weak local economic conditions and international currency fluctuations (including the Russia Ukraine Conflict andConflict, conflicts in the Middle East and instability in Latin America);

•changes in, and the administration of, treaties, laws, and regulations, including in response to issues related to the Russia Ukraine Conflict or conflicts in the Middle East or Latin America and the potential for such issues to exacerbate other risks we face;

A concentration of our accounts receivablesreceivable and revenues werewas related to one customer and significant changes to the demand or health of the customer could adversely impact our consolidated results of operations, financial condition and statements of cashflows.

Approximately 10% of our 2024 revenue and approximately 26%24% of our December 31, 20242025 accounts receivables were related to our largest customer in Mexico.Mexico, Wewhich expectcomprised 5% of our revenue during the concentrationtwelve riskmonths toended continueDecember into31, 2025. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations; and delays or failures to pay or defaults, if any, could negatively impact the future results of the Company. Additionally, business slowdowns or other items impacting the financial health of the customer could potentially have an adverse impact on our results of operations.

The occurrence of a cybersecurity incident can go unnoticed for a period of time despite efforts to detect and respond in a timely manner. Any investigation of a cybersecurity incident is inherently unpredictable, and it takes time before the completion of any investigation and before there is availability of full and reliable information. Even when an attack has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which further Weatherford International plc – 2024 Form 10-K | 12 increase the risks, costs and consequences of a cybersecurity event or other technology disruption. As cybersecurity incidents and attacks continue to evolve, we may be required to expend significant additional resources and incur significant expenses to continue to modify or enhance our protective measures or to investigate, respond to or remediate any information security vulnerabilities.

Pandemics, such as the COVID-19 pandemic,Pandemics have caused and could again cause volatile regional and global economic conditions that exacerbate the potential negative impact from many of the other risks we face. We believe that a future pandemic may result in impactssignificant includingreduction butin the demand for oil and gas, instability in the global work force, increased cybersecurity vulnerability from remote work and the heightening of geopolitical tensions. Our insurance policies may not limitedcover to:losses associated with pandemics or similar global health threats.

Our business is dependent upon our ability to efficiently and effectively performdeliver and provide products and services tofor our customers. As such, we are subject to risks associated with cost over-runs, operating cost inflation, global supply chain disruptions, inventory management, labor availability, supplier and contractor pricing and performance, and our need to continually improve and invest in our people, processes and systems. Our inability to efficiently and effectively mitigate these risks, or our inability to make timely investments could have an adverse effect on our business, financial condition and results of operations.

Our operational and financial growth, in part, is dependent upon our ability to meet our liquidity requirements and the adequacy of our capital resources.

Our indemnification arrangements may not protect us in every case. For example, our indemnity arrangements may be held to be overly broad in some courts and/or contrary to public policy in some jurisdictions, and to that extent may be unenforceable. Additionally, some jurisdictions which permit indemnification nonetheless limit its scope by applicable law, rule, order or statute. We may be subject to claims brought by third parties or government agencies with respect to which we are not indemnified. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses.

The Credit Agreement and the indentures governing our 6.75% Senior Notes maturing October 2033 (the “2033 Senior Notes”) and 8.625% Senior Notes maturing April 30, 2030 (the “2030 Senior Notes”), contain certain restrictive or limiting covenants that may impose significant operating and financial restrictions on us and may limit our ability to engage in acts that we may believe to be in our long-term best interest, including the following:

Our future success depends on our ability to attract, retain and develop qualified personnel to operate and to provide services and support for our business. In addition, we operate in jurisdictions with localization requirements where we rely on the local availability of skilled workers. We may experience employee turnover or labor shortages if our business requirements and/or expectations are inconsistent with the expectations of our employees or if our employees or potential employees decide to pursue employment in fields with less volatility than in the energy industry. Additionally, during periods of increased demand for products and services in our industry, competition for qualified personnel may increase and the availability of qualified personnel may be further constrained. Failure to attract, retain and develop qualified personnel could have an adverse effect on our results of operations, financial condition and cash flows.

Failure to make timely investments in technology and to utilize artificial intelligence appropriately and safely could adversely affect our ability to successfully compete with other companies in our industry.industry, and challenges with properly managing such technologies could result in reputational harm and legal liability that could adversely affect our business, financial condition or results of operations.

The business in which we operate is highly competitive and rapidly evolving. Our business may be adversely affected if we fail to make timely investments in new technologytechnology, andsuch to utilizeas artificial intelligence in(“AI”), ouror internal-facingif systemswe and processes, as well as in our external-facing environment, in responsefail to changesmanage insuch thetechnologies market.appropriately.

We may not realize anticipated operating advantages and cost savings. Future acquisitions may require us to structure new financing arrangements, assume additional liabilities and expenses, as well as incur subsequent write-downs of acquired assets. In addition, the integration of acquired businesses or assets involves a number of risks, including (i) the loss of key customers of the acquired business; (ii) demands on management related to the increase in our size; (iii) the diversion of management’s attention from the management of daily operations; (iv) difficulties in implementing or unanticipated costs of accounting, budgeting, reporting, internal controlscontrols, cybersecurity and other information technology systems; and (v) difficulties in the retention and assimilation of necessary employees. Difficulties in integration may be magnified if we make multiple acquisitions over a relatively short period of time.

We are subject to various laws and regulations applicable to the energy industry related to pollution, protection of the environment and natural resources, public and worker health and safety, and treaties and international agreements related to climate change and the regulation of greenhouse gasses. These laws and regulations sometimes provide for strict liability for remediation costs, damages to natural resources, or threats to public health and safety. Strict liability can render us liable for damages without regard to our degree of care or fault. Some environmental laws also provide for joint and several strict liability for remediation of spills and releases of hazardous substances, and, as a result, we could be liable for the actions of others. Thus, an environmental claim could arise with respect to one or more of our current or former businesses, operations, products or services, or a business or property that one of our predecessors owned or used, and such claims could involve material expenditures. Generally, environmental laws have in recent years become more stringent and have sought to impose greater liability on a larger number of potentially responsible parties and have required increased costs to comply with their requirements. The scope of regulation of our industry and our products and services may increase further, including possible increases in liabilities, financial assurance, or funding requirements imposed by governmental agencies. Additional regulations on deepwater drilling in the Gulf of Mexico and elsewhere in the world could be imposed, and those regulations could limit our business where they are imposed.

In addition, standards for tracking and reporting on ESG matters, including climate change and human rights related matters, have not been harmonized and continue to evolve. Methodologies for reporting ESG data may be updated requiring that previously reported ESG data be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances. Our processes and controls for reporting ESG matters across our operations and supply chain are evolving to address obtaining information that resides in multiple internal systems and responding to multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, European and other regulators. Such standards are currently Weatherford International plc – 2025 Form 10-K | 17 not consistent and may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

TheIn October 2021, the Organization of Economic Cooperation and Development (“OECD”), which represents a coalition of member countries, issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting. The recommendations in these white papers are generally aimed at combating what they believe is tax avoidance. Numerous jurisdictions in which we operate have been influenced by these white papers as well as other factors and are increasingly active in evaluating changes to their tax laws. In addition, the OECD has advanced reforms focused on global profit allocation and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” OnThe Octoberreform 8,has 2021, the OECD announced an accord endorsing and providing an implementation plan for Pillar Twobeen agreed upon by 136the nations.majority Onof OECD members. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two Global Minimum Tax. In December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan by January 1, 2024. Numerous countries, including IrelandIreland, have enacted legislation implementing Pillar Two effective January 1, 2024. ThisHowever, isthe notOECD expectedand countries are continuing to materiallyevaluate and adjust the Global Minimum Tax rules through administrative guidance, including legislative updates and adoption by additional countries, which could result in an increase the taxes we owe; however, if future legislation is enacted to implement the accord in some or all the jurisdictions in which we have operations, it could materially increase the amount of taxes we owe, thereby negatively affecting our resultseffective oftax operations and our cash flows from operations.rate.

We are organized under the laws of Ireland, and a significant portion of our assets are located outside the United States. The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, a shareholder who obtains a court judgment based on the civil liability provisions of U.S. federal or state securities laws may be unable to enforce the judgment against us in Ireland. In addition, there is some doubt as to whether the courts of Ireland and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. The laws of Ireland do, however, as a general rule, provide that the judgments of the courts of the United States have the same validity in Ireland as if rendered by Irish Courts. Certain important requirements must be satisfied before the Irish Courts will recognize the U.S. judgment. The originating court must have been a court of competent jurisdiction, the judgment must be final and conclusive, and the judgment may not be recognized if it was obtained by fraud, or its recognition would be contrary to Irish public policy. Any judgment obtained in contravention of the rules Weatherford International plc – 2024 Form 10-K | 19 of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland.

We rely extensively on our information systems to manage our business, data, communications, supply chain, ordering, pricing, billing, inventory replenishment, accounting functions, and other processes. Our enterprise resourceinformation systems are subject to damage or interruption from various sources, including obsolescence, power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events, terrorism, and human error, and our disaster recovery planning cannot account for all eventualities. Our disaster recovery measures may or may not address all potential contingencies. If our infrastructure becomes damaged, failfails to function properly, or otherwise becomes compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data or interruptions or delays in our ability to perform critical functions, which could adversely affect our business, operating results, or financial condition.

Lower oil and natural gas prices and lower rig count generally correlate to lower exploration and production spending, and higher oil and natural gas prices and higher rig count generally correlate to higher exploration and production spending. Therefore, our financial results are significantly affected by oil and natural gas prices as well as rig counts. As shown in the following tables, as of December 31, 2025 oil prices and rig counts were notably lower than at December 31, 2024. The drop in oil prices and rig counts since December 31, 2024 has coincided with reduced activity levels across our industry. Henry Hub natural gas prices increased as of December 31, 2025 compared to December 31, 2024, driven by both U.S. domestic gas demand and investment decisions on adding new export liquified natural gas capacity. Gas production additions, largely driven by positive liquified natural gas sentiment ahead of actual capacity additions, were sourced from a backlog of drilled but uncompleted wells and deferred start-ups.

In addition, there may be future impacts and effects on our industry relating to the new U.S. Presidential administration and Congress in areas relating to global trade policy and tariffs, global conflicts and resulting sanctions, environmental regulation and others. TheAs tariffs and trade policies continue to develop, the Company continuesactively monitors for changes and adjusts operations to monitormitigate theseimpacts. developments,While butthey created some degree of margin dilution, tariffs did not have a material impact on the impactCompany andduring timingthe ofyear theseended changesDecember on31, our business is uncertain.2025.

Revenues totaled $5.51$4,918 billionmillion in 2024,2025, ana increasedecrease of $378$595 million, or 7%11% compared to 2023.2024. Year-over-year in 2024,2025, product revenues increaseddecreased 8%9% and service revenues increaseddecreased 7%.12%. DRE, PRI and WCC andwere DREresponsible contributedfor to52%, 47%19% and 39%17% of the increasedecrease in revenues, respectively, with the remainderremaining decrease from higherlower activity in integrated services and projects. ThisGeographically, waseach partiallyregion offset bysaw a decrease from PRI. Geographically, growth in 2024revenue, waswith ledLatin byAmerica improvementsresponsible infor 83% of the decline, North America 11%, Europe/Sub-Sahara Africa/Russia 5% and Middle East/North Africa/Asia,Asia Europe/Sub-Sahara1%. Africa/RussiaYear-over-year andrevenue Latindecreases Americawere regionsprimarily whichcaused contributedby toa 81%, 23% and 2%softening of the increase,overall respectively,market partlywhich offset bydrove a revenue decline in Northactivity America.across Approximately 90% of our revenue increase in 2024 was due to increased customer demand including as a result of business acquisitions during the year, with the remainder primarily from pricingsegments and market share improvements.geographies.

Operating income of $756 million in the twelve months ended December 31, 2025, decreased 19% compared to $938 million in the twelve months ended December 31, 2024, increasedprimarily 14% compareddue to $820the milliondecline in therevenue, twelvewith monthsa endedpartial December 31, 2023, primarily driven by improved operational efficienciesoffset from increasedlower resourcecost utilization,of products and services, lower selling general, administrative and research and development costs and a gain on the sale of our pressure pumping business in addition to cost reduction initiatives implemented by the Company in the second half of 2024 and the impact of lower employee incentive compensation.Argentina. Cost of products and services of $3.61$3.38 billion increaseddecreased $210$221 million, or 6%, in 20242025 compared to 2023,2024, primarily due to support the increaseddecline overallin activityproduct acrosssales ourand segments.a reduction in headcount leading to lower personnel costs. Our cost of products and services as a percentage of revenues was 65%69% in 2024, an improvement2025 compared to 66%65% in 2023.2024. The higher cost ratio was primarily due to fixed costs decreasing at a slower rate than revenues.

Selling, general, administrative and research and development costs of $914$772 million decreased $2$142 million drivenprimarily bydue to a decreasedecline in theamortization costexpense ofand employeea incentive programs. This was offset by an increasereduction in researchheadcount and development investment in newer technologies and an increase in overheadleading to supportlower organizationpersonnel growth.costs. These costs as a percentage of revenues were 17%16% in 2024,2025, an improvement compared to 18%17% in 2023.2024.

Other chargescharges, ofnet $56were million increased $52$18 million in 20242025 comparedand to$14 2023,million in 2024. Other charges, net primarily due to an increase in severance and restructuring costs, andincluded fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico.Mexico and other miscellaneous items. Other charges, net increased primarily due to acquisition and divestiture related expenditures offset by lower fees related to collections of certain receivables from our largest customer in Mexico in 2025.

Interest expense, net was primarily representedthe forresult each year,of the interest on our outstanding long-term debt (see “Note 89 – Borrowings and Other Debt Obligations” to our Consolidated Financial Statements for additional details) offset by interest income. Interest expense, net, of $102$91 million in 2024,2025, decreased $21$11 million, or 17%,11%, compared to 20232024 primarily afterfrom lower interest expense due to a reduction in our outstanding long-term debt. This was partly offset by a decline in interest income due to a reduction in our cash holdings in Argentina upon the early and full repaymentexecution of multiple Blue Chip Swaps (defined below). See “Note 18 – Blue Chip Swap Securities - Argentina” to our 6.5%Consolidated SeniorFinancial SecuredStatements Notesfor maturingadditional September 15, 2028 in 2024.details.

Other expense, net, iswas primarily comprised of foreign exchange losses, letter of credit fees,fees and other financing charges and bond redemption fees.charges. Other expense, net, of $70 million was $47$8 million lower in 20242025 as compared to 2023,2024, which was primarily attributable to lower foreign currency losses. Foreign currency losses totaled $56$45 million and $116$56 million in 20242025 and 2023,2024, respectively, andwith wasdecrease in 2025 primarily drivendue byto lower foreign currency losses onin the ArgentineMexican Peso.

DRE revenues of $1.5$1.4 billion in 20232025 increaseddecreased by $208$311 million or 16%18% compared to 2022 due to higher demand and activity2024 with approximately 70%50% of the increasedecrease from lower activity in drilling-related services. Geographically, approximately 55% of the overall revenue growth came from Latin Americaservices and approximately 25% of the decrease attributable to a decline in activity for managed pressure drilling. Geographically, approximately 85% of the revenue decrease was from the MiddleLatin East/NorthAmerica Africa/Asiaregion regions.primarily due to a decline in activity in Mexico.

DRE segment adjusted EBITDA of $422$309 million in 20232025 increaseddecreased by $98$158 million or 30%34% compared to 2022.2024. DRE segment adjusted EBITDA margin was 27.5%22.5% in 20232025 compared to 24.4%27.8% in 2022.2024. The year-over-year decrease in segment adjusted EBITDA was primarily due to a decline in activity in Latin America. Both direct costs and other expense generally decreased in line with the decrease in activity. However, the rate of increasedecrease in direct costs and other expense was lower than the rate of increasedecrease in revenue, contributing to the increasedecrease in margin.

WCC segment adjusted EBITDA of $564$515 million in 20242025 increaseddecreased by $109$49 million or 24%9% compared to 2023.2024. WCC segment adjusted EBITDA margin was 28.5%27.5% in 20242025 compared to 25.3%28.5% in 2023.2024. The year-over-year improvementdecrease in segment adjusted EBITDA was primarily due to ana increasedecline ofin overallactivity in cementation products across geographies and a decline in completions in the Latin America and Europe/Sub-Sahara Africa/Russia regions. The declines were partly offset by liner hanger activity in the Middle East/North Africa/Asia regionregion. Both direct costs and improvedother margin fall through in major product lines across all geographies. Direct costsexpense generally increaseddecreased in line with the increasedecrease in activity. However, the rate of increasedecrease in direct costs and other expense was lower than the rate of increasedecrease in revenue, contributing to the increasedecrease in margin. Other expense also contributed to the increase in margin as expenses declined year-over-year due to a reduction in selling, general and administrative costs.

PRI segment adjusted EBITDA of $319$257 million in 20242025 decreased by $4$62 million or 1%19% compared to 2023.2024. PRI segment adjusted EBITDA margin was 22.0%19.2% in 20242025 compared to 21.9%22.0% in 2023.2024. The year-over-year declinedecrease in segment adjusted EBITDA was primarily due to dropa decline in internationalactivity in intervention services and drilling tools across all geographies and a decline in pressure pumpingpumping, activityprimarily asin wellthe asLatin lowerAmerica digitalregion. solutionsBoth activity and margin fall through. This was partly offset by higher margin artificial lift activity. Directdirect costs were essentially flat year-over-year, whileand other expense declinedgenerally year-over-year due to a reductiondecreased in selling,line general and administrative costs. The decrease in costs partly offsetwith the decrease in activity. However, the rate of decrease in direct costs and other expense was lower than the rate of decrease in revenue, which contributedcontributing to the slight increasedecrease in margin.

All other includes results from non-core business activities that do not individually meet the criteria for segment reporting, including integrated services and projects, which includes pass through services and project management services. All other revenues of $403$332 million, increaseddecreased $76$71 million or 23%,18%, in 20242025 compared to 2023, primarily2024 due to highera decline in international activity for integrated services and projects resulting in project efficiencies.projects.

Depreciation and amortization expense in 20242025 was $343$267 million, ana increasedecrease of $16$76 million compared to 20232024 primarily due to acertain largerintangible assetassets basereaching fromfull an increaseamortization in ourthe capitalfourth expendituresquarter andof acquisitions.2024. See “Note 2 – Segment Information”, “Note 56 – Property, Plant and Equipment, Net”, and “Note 67 – Intangible Assets, Net” and “Note 18 – Acquisitions” for additional information.

We record share-based compensation expense in “Selling, General and Administrative” on the accompanying Consolidated Statements of Operations. We recognized $38 million in 2025 and $45 million in 2024 and $35 million in 2023.2024. The increaseyear-over-year decrease was primarily attributabledue to the costvesting of performancepreviously sharegranted units.equity awards, resulting in a lower number of unvested awards subject to expense recognition. See “Note 1314 – Share-Based Compensation” for additional information.

Growth and spending in the energy services industry is highly dependent on many external factors. These include but are not limited to; the impact from geopolitical conflicts; our customers’ capital expenditures; environmental, social and governance and other sustainability policies and initiatives; world economic, political, trade, and weather conditions; the price of oil, natural gas, and alternatives; and, member-country quota compliance within the Organization of Petroleum Exporting Countries and the expanded alliance (OPEC+); non-OPEC+ investments and project timing. Imbalance across geographies driven by geopolitical conflicts, investment variances and demand growth alignment with supply disruptionsstability are driving a greater focus on energy securitymarkets and resiliency, which in turn is creating a shift towards national oil companies and diversification across multiple energy sources (oil, gas, coal, renewables, etc.) to meet domestic and global demand.balance. In the short term, we see increasedcontinued focus on capital discipline and efficiencies,efficiencies particularlyacross inall our Latin American and North American regions,geographies, which we expect to negativelyresult impactin demandmuted activity for our services and productsproducts, particularly in 2025,the first half of 2026, as our customers regulate activity timing and services spending, relative to macro-driven factors listed above. We alsoexpect expectactivity to improve in the second half of 2026, resulting in a declinefull year that is slightly lower to in activity in Russia in 2025. However, we remain constructive on our activity profile over the next several years, as we expect positive macroeconomic conditions coupledline with our focus on technology adoption and market penetration, to provide a pathway to multi-year energy demand expansion. The mix of customer spending related to regional and operating environment factors (short-cycle vs. long-cycle projects, offshore vs onshore, reservoir and well development cycles) may also influence the timing, type, and intensity of demand for products and services within our portfolio. We continue to closely monitor macroeconomic conditions, potential supply chain disruptions, inflationary factors, and other labor and logistical constraints that could impact our operations and results.2025.

Our customers continue to face challenges in balancing the cost of extraction activities with securing desired rates of production while achieving acceptable rates of return on investment. These challenges increase our customers’ requirements for technologies that improve productivity and efficiency and pressure us to deliver our products and services at competitive rates. Over the long-term, we expect demand for oil and natural gas exploration and production industry as well as new energy platforms to continue to require more advanced technology from the energy service industry. Weatherford delivers innovative energy services that integrate proven technologies with advanced digitization to create sustainable offerings for maximized value and return on investment. We continue to expand our product and services offerings across the well cycle, including well construction and completions remote monitoring, and predictive analytics. Our resiliency continued to show in our performance through 2024, allowing us to also make improvements on our capital structure through debt reduction. We believe we are well positioned to satisfy our customers’ needs, but the level of improvement in our businesses in the future will continue to depend heavily on pricing, volume of work, our ability to offer cost efficient, innovative and effective technology solutions, and our success in gaining market share in new and existing markets.

Cash provided by operating activities was $676 million in 20242025 wasand $792 million.million in 2024. The primary operating source of cash in each year was fromcollections higherrelated operatingto incomeour sales of products and collections,services, partly offset by operating spend. The year-over-year decrease was drivenprimarily due to a decrease in collections as a result of decreased revenue, partially offset by spendlower onemployee paymentscosts toand suppliers.an increase in cash proceeds from factoring arrangements (see “Liquidity and Capital Resources - Accounts Receivable Factoring” below).

Cash used in investing activities in 20232025 was $289$145 million. The primary uses of cash in investing activities were for capital expenditures of $209$226 million,million and the purchase of Blue Chip Swap securities in Argentina for $110$117 million (see “Note 1718 – Blue Chip Swap Securities - Argentina”), and $47 million of other investing activities that primarily consisted of purchases of short-term investments.. The uses of cash were partially offset by Blue Chip Swap proceeds of $53$115 million and $28$97 million inof proceeds received from the dispositionsale of assets.our pressure pumping business in Argentina (see “Note 2 – Segment Information”).

Cash used in financing activities in 20242025 was $511$474 million. The primary uses of cash in financing activities were for repayments and repurchases of long-term debt of $287$1.4 millionbillion (see “Note 89 – Borrowings and Other Debt Obligations”), $99$101 million for share repurchases (see “Note 1415 – Shareholders’ Equity”), $36$72 million for dividend payments (see “Note 1415 – Shareholders’ Equity”), andbond redemption premium of $31 million resulting from early redemptions, distributions to noncontrolling interests of $39$29 million.million, In addition, we paid $31$21 million in tax remittances on equity awards.awards and $18 million in debt issuance costs. The taxuses remittancesof cash were loweroffset thanby $1.2 billion in proceeds from the same periodissuance of theour prior2033 yearSenior due to a decrease in the quantity of shares vesting. The remaining financing cash uses were primarily for bond redemption premiums and contingent considerations (see “Note 18 – Acquisitions”).Notes.

Cash used in financing activities in 20232024 was $514$511 million. The primary uses of cash in financing activities were for repayments and repurchases of long-term debt of $386$287 million (see “Note 89 – Borrowings and Other Debt Obligations”), $99 million for share repurchases (see “Note 15 – Shareholders’ Equity”), $36 million for dividend payments (see “Note 15 – Shareholders’ Equity”) and $56distributions to noncontrolling interests of $39 million. In addition, we paid $31 million in tax remittances on equity awards. Additionally, we paid distributions to noncontrolling interests of $52 million. The remaining financing cash uses were primarily for financing fees paid on the Credit Agreement and bond redemption premiums.premiums and contingent considerations.

An investment in our securities involves various risks. You should consider carefully all of the risk factors described in our 2025 Form 10-K, Part I, under the heading “Item 1A. Risk Factors” as supplemented by the risk factors described in our definitive proxy statement on Schedule 14A filed with the SEC on AprilJuly 21,13, 2026 and Form S-4 registration statement filed with the SEC on July 6, 2026 and amended on July 17, 2026, and other information included and incorporated by reference in this report. As of MarchJune 31,30, 2026, there have been no material changes in our assessment of our risk factors from the aforementioned.

On April 2, 2026, theThe Company announcedplans itsto hold two shareholder meetings on September 3, 2026 to consider a proposal to reorganize the Company’s corporate structure through a redomestication ofredomesticate the parent company from Ireland to the United States as a TexasDelaware corporation (“Redomestication”)., following an earlier Texas redomestication proposal that, despite receiving over 60% support, did not receive the requisite shareholder approval. The proposed redomesticationRedomestication is subject to a number ofcustomary conditions, including but not limited to theshareholder approval by the Company’s shareholders, as well as theand sanction ofby the High Court of Ireland.Ireland, If approved, the proposed redomesticationand is expected to takebe placecompleted during the thirdfourth quarter of 2026.

Lower oil and natural gas prices and lower rig count generally correlate to lower exploration and production spending, and higher oil and natural gas prices and higher rig count generally correlate to higher exploration and production spending. Therefore, our financial results can be significantly affected by oil and natural gas prices as well as rig counts. As shown in the following tables, as of three and six months ended MarchJune 31,30, 2026, the average WTI oil price was flat compared to three months ended March 31, 2025 while theand average Brent crude oil price were higher compared to three and six months ended June 30, 2025 while the average Henry Hub natural gas prices were higherlower than during the three months ended MarchJune 31,30, 2025 and higher than during the six months ended June 30, 2025. Average rig counts decreased during the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. Oil and natural gas prices have experienced increased volatility and upward pressure in response to escalatingthe ongoing geopolitical conflict involving Iran, the U.S. and Israel (“Iran Conflict”). TheDespite higher oil prices driven by the Iran Conflict, which began on February 28, 2026,it has causedadversely the WTI oil price to increase from $66.96 per barrel on February 27, 2026 to $102.86 per barrel on March 31, 2026 averaging $90.84 per barrel for the month of March and Brent crude oil price to increase from $71.32 per barrel on February 27, 2026 to $126.69 per barrel on March 31, 2026 averaging $102.01 per barrel for the month of March. Despite the higher oil prices, the Iran Conflict may have an adverse impact onimpacted exploration and production spending in the Middle East duringresulting the period of the conflict and could lead to significantin disruption of global energy supplies,supplies and adversely affectaffecting global supply chains, energy markets and overall macroeconomic conditions.

The Iran Conflict, which began in February 2026, has and could continue to significantly disrupt the global oil and gas supply-demand balance, increase commodity price volatility and heighten uncertainty in regional operating conditions. We continue to evaluate our operations and business exposure, with a priority on the safety and well‑being of our employees, operating in compliance with applicable laws and sanctions, and performing under existing contracts with customers in the region. Disruptions to transportation routes, higher logistics and insurance costs, and changes in customer activity levels or project timing could continue to affect our operating results, liquidity, and cash flows, particularly if conditions persist or escalate. While the situation remains fluid, adverse impacts can continue in future periods. We will continue to monitor developments andand, assessto the extent possible, mitigate potential impacts on our business and financial position.

Revenues in Russia were approximatelyjust 7%under 10% and 9% of our total revenues for the three and six months ended MarchJune 31,30, 2026, respectively, compared to 6%7% of our total revenue for both the three and six months ended MarchJune 31,30, 2025. The increase in Russia revenues as a percentage of consolidated results year over year was driven by revenue decreases in the Middle East/North Africa/Asia region as a result of the Iran Conflict and the strengthening of the Ruble against the U.S. dollar. As of MarchJune 31,30, 2026, our Russia operations included $106$118 million in cash, $149$178 million in other current assets, $100$105 million in property, plant and equipment, net and other non-current assets, and $82$90 million in liabilities. As of December 31, 2025, our Russia operations included $107 million in cash, $152 million in other current assets, $91 million in property, plant and equipment, net and other non-current assets, and $80 million in liabilities.

Revenues of $1.15$1.1 billion and $2.3 billion in the three and six months ended MarchJune 31,30, 2026, respectively, decreased 3%8% and 6% compared to $1.19$1.2 billion and $2.4 billion in the three and six months ended MarchJune 31,30, 2025.2025, respectively. Year-over-year in the firstsecond quarter, product revenues decreased 2%9% and service revenues decreased 4%.8%. For the same period, revenues declined in theall segments with DRE, WCC and PRI segmentresponsible byfor 44%, 23% and 11% of the decrease, respectively, with the remaining decrease from lower activity in integrated services and projects. Year-over-year in the DREsix segmentmonths byended 8%,June while30, remaining2026, largelyproduct flatrevenues and service revenues each decreased 6%. For the same period, revenues declined in theall segments with DRE, PRI and WCC segment.responsible Integratedfor 52%, 35% and 15% of the decrease, respectively, with partial offset from a modest increase in integrated services and projects experienced an increase in activity with revenues increasing by 35%.projects.

Geographically, the year-over-year firstsecond quarter revenue decrease was led by declines in North America of 12%, Middle East/North Africa/Asia of 5%$78 million and LatinNorth America of 7%$36 million, and partly offset by a revenue increase of 17%$13 million in the Europe/Sub-Sahara Africa/Russia region. Year-over-year in the six months ended June 30, 2026, revenue decreasesdecrease werewas primarily drivenled by thedeclines divestiturein Middle East/North Africa/Asia of the$105 pressuremillion pumpingand businessNorth inAmerica Argentinaof $66 million, and partly offset by a revenue increase of $47 million in the secondEurope/Sub-Sahara quarterAfrica/Russia region. The decrease of 2025revenue andwas alsoprimarily impacteddue byto market disruptiondisruptions caused by the Iran Conflict.Conflict and lower activity in the North America region.

Operating income of $123$107 million and $230 million in the three and six months ended MarchJune 31,30, 2026, respectively, decreased 13%55% and 39% compared to $142$237 million and $379 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The firstsecond quarter and year-to-date year-over-year decreasedecreases waswere primarily due to the decline in revenue drivenand byprior year $70 million gain on the divestituresale of theour pressure pumping business in Argentina and market disruptions caused by the Iran Conflict,Argentina, with a partial offset from lower cost of products and services, restructuring and research and development costs.

Cost of products and services of $812$772 million and $1,584 million in the three and six months ended MarchJune 31,30, 2026, respectively, decreased 1%7% and 4% compared to $819$829 million and $1,648 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The year-over-year decrease was primarily due to a decline in product sales and a reduction in headcount leading to lower personnel costs. The decrease was partly offset by an increase in depreciation expenses. Our cost of products and services as a percentage of revenues was 71%70% in both the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 69% in both the three and six months ended MarchJune 31,30, 2025.2025, respectively. The higher cost ratio was primarily due to fixed costs decreasing at a slower rate than revenues.

Restructuring charges were $13$9 million and $22 million in the three and six months ended MarchJune 31,30, 20262026, respectively, and $29$11 million and $40 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. See “Note 4 – Restructuring Charges” for additional information.

Other Charges, Net were $15$25 million and $40 million in the three and six months ended MarchJune 31,30, 20262026, respectively, and $13$3 million and $16 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. Other Charges, Net primarily included legal$12 feesmillion and $21 million of costs related to the RedomesticationRedomestication, respectively, and $11 million and $14 million related to mergers and acquisitions costs, respectively, in the three and six months ended MarchJune 31,30, 2026 and primarily included fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico as well as other miscellaneous charges and credits in the three and six months ended MarchJune 31,30, 2025.

Interest Expense, Net was $17$16 million and $33 million in the three and six months ended MarchJune 31,30, 20262026, respectively, and $26$21 million and $47 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. Interest Expense, Net is interest expense net of interest income.

Interest expense was $27 million in the three months ended March 31, 2026 and $37$54 million in the three and six months ended MarchJune 31,30, 2025.2026, respectively, and $35 million and $72 million in the three and six months ended June 30, 2025, respectively. The decrease was primarily due to a lower interest rate following the refinancing of long-term debt in the fourth quarter of 2025 and the reduction in our outstanding long-term debt. Interest income was $10$11 million and $21 million in the three and six months ended MarchJune 31,30, 20262026, respectively, and $11$14 million and $25 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Other Expense, Net was $1$16 million and $17 million in the three and six months ended MarchJune 31,30, 20262026, respectively, and $20$25 million and $45 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. Other Expense, Net primarily represents foreign exchange gains and losses in countries with no or limited markets to hedge, letter of credit fees and other financing charges, including bond redemption premiums partially offset by certain investment gains and losses. When economically advantageous, we enter into foreign currency forward contracts to mitigate the risk of future cash flows denominated in a foreign currency.

DRE revenues of $321$291 million and $612 million in the three and six months ended MarchJune 31,30, 2026, decreased $29$44 million or 8%13%, and decreased $73 million or 11% compared to $350$335 million and $685 million in the three and six months ended MarchJune 31,30, 2025, respectively.

Of the firstsecond quarter year-over-year revenue decrease, approximately 55%50% of the decrease was from lower activity in managed pressure drillingwireline and approximately 45% of the decrease from lower activity in wireline.drilling related services. Geographically, within the regions with revenue decreases, approximately 40% of the revenue decrease was from Latin America, approximately 35% of the revenue decrease was from Middle East/North Africa/AsiaAsia, while North America and Latin America each accounted for approximately 25%30% of the revenuedecrease. The Iran Conflict was fromthe primary contributor to the Northdecline Americaof region. This was partly offset by revenue increaseactivity in Europethe Middle East/Sub-SaharaNorth Africa/Russia.Asia region.

DRE segment adjusted EBITDA of $72$58 million and $130 million in the three and six months ended MarchJune 31,30, 2026, decreased $2$11 million or 3%,16%, and decreased $13 million or 9% compared to $74$69 million and $143 million in the three and six months ended MarchJune 31,30, 2025, respectively. DRE segment adjusted EBITDA margin was 22.4%19.9% and 21.2% in the three and six months ended MarchJune 31,30, 2026 compared to 21.1%20.6% and 20.9% in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The firstsecond quarter and year-to-date segment adjusted EBITDA decreased year-over-year primarily due to a decline in overall activity. In the firstsecond quarter, both direct costs and other expense decreased along with the decrease in activity. The rate of decrease for direct costs and other expense werewas higherlower than the rate of decrease in revenue, contributing to the decrease in margin. Year-to-date, both direct costs and other expense decreased along with the decrease in revenue. The rate of decrease for direct costs was higher than the decrease in revenue, resulting in a slight increase in margin.

WCC revenues of $443$433 million and $876 million in the three and six months ended MarchJune 31,30, 2026, increaseddecreased $2$23 million, or largely5%, flatand yeardecreased over$21 year,million or 2%, compared to $441$456 million and $897 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively.

The firstsecond quarter year-over-year increasedecrease was primarily due to increase oflower activity infor liner hangers which was responsible for approximately 80%70% of the increasedecrease within product lines with revenue increases.decreases. This increase was partly offset by a revenue decreaseincrease infrom wellcompletions services.activity. Geographically, within the regions with revenue increases, approximately 50%all of the increaserevenue was from North America and approximately 35% of the increasedecrease was from the LatinMiddle AmericaEast/North Africa/Asia region. ThisThe increaseIran Conflict was mostlythe offsetprimary bycontributor ato revenuethe decreasedecline of activity in the Middle East/North Africa/Asia region. The decrease in revenue was partly offset by a revenue increase in the Latin America region.

WCC segment adjusted EBITDA of $110$107 million and $217 million in the three and six months ended MarchJune 31,30, 2026, decreased $18$11 million or 14%,9%, and decreased $29 million or 12%, compared to $128$118 million and $246 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. WCC segment adjusted EBITDA margin was 24.7% and 24.8% in the three and six months ended MarchJune 31,30, 2026, compared to 29.0%25.9% and 27.4% in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The firstsecond quarter segment adjusted EBITDA decreased year-over-year primarily due to anlower increaseactivity in directthe operatingMiddle costs.East/North Africa/Asia region. In the firstsecond quarter, both direct costs and other expense increaseddecreased along with athe modest increasedecrease in revenue.activity. However, the rate of increasedecrease in direct costs and other expense was higherlower than the rate of increasedecrease in revenue, contributing to the decrease in margin. The year-to-date segment adjusted EBITDA decreased year-over-year primarily due to lower activity in the Middle East/North Africa/Asia region and an increase in direct operating costs. Year-to-date, direct costs increased while revenue decreased causing the decrease in margin.

PRI revenues of $296$316 million and $612 million in the three and six months ended MarchJune 31,30, 2026, decreased $38$11 million or 11%3% and decreased $49 million or 7%, compared to $334$327 million and $661 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively.

OfThe the firstsecond quarter year-over-year revenue decrease, approximately 65% of the decrease was fromprimarily lower activity in pressure pumping and approximately 40% of the decrease was attributabledue to a decline in activity for interventionartificial serviceslift andwhich drillingwas tools.responsible Thefor saleapproximately 75% of our pressure pumping business in Argentina in the second quarter of 2025 was the primary contributor to the decline in pressure pumping activity. The decrease inwithin product lines with revenue decreases. This was partly offset by a revenue increase from sub-seapressure interventionpumping activity. Geographically, within the regions with revenue decreases, approximately 55%75% of the revenue decrease was from North America and approximately 40% of the revenue decrease was from Latin America. This was partly offset by a revenue increase in the Europe/Sub-Sahara Africa/Russia region.

PRI segment adjusted EBITDA of $54$70 million and $124 million in the three and six months ended MarchJune 31,30, 2026, decreasedincreased $8$7 million or 13%11%, and decreased $1 million or 1%, compared to $62$63 million and $125 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. PRI segment adjusted EBITDA margin was 18.2%22.2% and 20.3% in the three and six months ended MarchJune 31,30, 2026, compared to 18.6%19.3% and 18.9% in the three and six months ended MarchJune 31,30, 2025.2025, respectively. The firstsecond quarter segment adjusted EBITDA decreasedincreased year-over-year primarily due to ahigher declinemargin activity in overallintervention activity.services Bothand drilling tools. In the second quarter, both direct costs and other expense decreased along with the decrease in activity. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue. However, the rate of decrease in other expense was lower than rate of decrease in revenue, contributing to the increase in margin. The year-to-date segment adjusted EBITDA decreased slightly year-over-year with a decline in overall activity offset by reduction of costs and increased higher margin activity in digital solutions. Year-to-date, both direct costs and other expense decreased along with the decrease in revenue. The rate of decrease for direct costs and other expense was higher than the rate of decrease in revenue, contributing to the increase in margin.

All Other revenues were $92$65 million and $157 million in the three and six months ended MarchJune 31,30, 2026, compared to $68$86 million and $154 million in the three and six months ended MarchJune 31,30, 2025. TheIn the second quarter, the year-over-year decrease was due to lower activity in the Middle East/North Africa/Asia region following the completion of certain integrated services and projects that were not renewed. Year-to-date, the year-over-year increase was due to higher international activity for integrated services and projects.

Corporate Costs

Corporate incurred net expense was $16$18 million and $34 million in the three and six months ended MarchJune 31,30, 2026 compared to $15 million and $30 million in the three and six months ended MarchJune 31,30, 2025. The year-over-year increase was primarily due to an increase in employee incentive programs.

Depreciation and amortization expense was $70$71 million and $141 million in the three and six months ended MarchJune 31,30, 2026 compared to $62$64 million and $126 million in the three and six months ended MarchJune 31,30, 2025. The year-over-year increase was primarily due to a larger asset base.

We recognized $12$11 million and $23 million of share-based compensation in the three and six months ended MarchJune 31,30, 2026 compared to $7$9 million and $16 million in the three and six months ended MarchJune 31,30, 2025. The year-over-year increase was primarily due to the timing of equity grants and increased expense related to performance-based awards.

At MarchJune 31,30, 2026, we had cash and cash equivalents of $1,012$1.1 millionbillion and $38$37 million in restricted cash, compared to $987 million of cash and cash equivalents and $55 million in restricted cash at December 31, 2025.

Cash provided by operating activities was $136$311 million for the threesix months ended MarchJune 31,30, 2026 compared to cash provided by operating activities of $142$270 million for the threesix months ended MarchJune 31,30, 2025. The decreaseincrease in cash provided by operating activities in the first quartersix months of 2026 over the same period in 2025 was primarily due to lower payments on accounts receivablepayable collectionsand duringlower theemployee currentcosts, period,partially offset by lower payments on accounts payable.receivable collections.

Cash used in investing activities was $68$110 million for the threesix months ended MarchJune 31,30, 2026. The primary investing use of cash was for capital expenditures of $54$96 million. Cash used in investing activities also includes $12 million in equity investments. Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $14 million offset the proceeds of $14 million.

Cash used in investing activities was $79$36 million for the threesix months ended MarchJune 31,30, 2025. The primary investing activities were cash used for capital expenditures of $77$131 million, partially offset by $97 million of proceeds received from the sale of our pressure pumping business in Argentina. Cash used in investing activities also includes the use of the Blue Chip Swap mechanism in Argentina, of which the purchases of $83 million offset the proceeds of $82 million.

Cash used in financing activities was $56$105 million for the threesix months ended MarchJune 31,30, 2026. The primary financing uses of cash were for cash dividends of $20$40 million, tax remittances on equity awards vested of $17 million and share repurchases of $10$26 million (see “Note 9 – Shareholders’ Equity”)., tax remittances on equity awards vested of $18 million and repayments of long-term debt of $17 million.

Cash used in financing activities was $133$230 million for the threesix months ended MarchJune 31,30, 2025. The primary financing uses of cash were share repurchases of $53$87 million, repayments and repurchases of long-term debt of $39$73 million, cash dividends of $36 million and tax remittances on equity awards of $20 million and cash dividends of $18 million.

Our cash requirements will continue to include payments for principal and interest on our long-term debt, capital expenditures, payments on our finance and operating leases, payments for short-term working capital needs,needs and operating costs and restructuring payments. We expect to utilize cash in our capital allocation framework, which includes investments in technology and infrastructure upgrades, and in strategic mergers and acquisitions. Our cash requirements also include personnel costs, including awards under our employee incentive programs and other amounts to settle litigation related matters.costs.

As of MarchJune 31,30, 2026, we had outstanding debt of $236 million in aggregate principal amount for our 2030 Senior Notes and $1.2 billion in aggregate principal amount for our 2033 Senior Notes. We expect to pay $103 million in interest payments in 2026 specific to these notes. See “Note 7 – Borrowings and Other Debt Obligations” for additional information.

Cash and cash equivalents and restricted cash are held by subsidiaries outside of Ireland. At MarchJune 31,30, 2026 and December 31, 2025, we had approximately $145$156 million and $31 million, respectively, of our cash and cash equivalents that cannot be immediately repatriated from various countries due to country central bank controls or other regulations. As we continue to conduct business in certain countries with cash that cannot be immediately repatriated, we may consider infrequent transactions to safeguard our cash from exposure to the effects of inflation and currency devaluation. Repatriation of those cash balances might result in incremental taxes or losses.costs.

Our net accounts receivables in Mexico were 28%25% and 27% of our total net accounts receivables, as of MarchJune 31,30, 2026 and December 31, 2025, respectively, of which our largest customer in the country accounted for 21% and 24% of our total net outstanding accounts receivablesreceivables, at each date.respectively. Our largest customer in Mexico has a history of making late payments and, at times in morethe recent periods,past, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations; and delays or failures to pay or defaults, if any, could negatively impact the future results of the Company.

As of MarchJune 31,30, 2026 and December 31, 2025, our net accounts receivables in the U.S waswere 10% and 11% of total net accounts receivables, respectively. Our net accounts receivables in Russia was 12% of total net accounts receivables as of June 30, 2026. Except for the above, no other country accounted for more than 10% of our net accounts receivables balance.

From time to time, we participate in factoring arrangements to sell accounts receivable to third-party financial institutions for cash proceeds net of discounts and hold-back. During the three and six months ended MarchJune 31,30, 20262026, we sold accounts receivable balances of $7 million and March$13 31,million, and received cash proceeds of $7 million and $13 million, respectively, at the time of factoring. During the three and six months ended June 30, 2025, we sold accounts receivable balances of $6$88 million and $55$143 million, and received cash proceeds of $6$86 million and $55$141 million, respectively, at the time of factoring. The above factoring proceeds were included in Net Cash Provided by Operating Activities in the Condensed Consolidated Statements of Cash Flows.

Weatherford Bermuda, Weatherford Delaware, Weatherford Canada Ltd. (“Weatherford Canada”) and WOFS International Finance GmbH (“Weatherford Switzerland”), together as borrowers, and the Company as parent, have an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement is guaranteed by the Company and certain of our subsidiaries and secured by substantially all of the personal property of the Company and those subsidiaries. At MarchJune 31,30, 2026 and December 31, 2025, the Credit Agreement allowed for a total commitment amount of $1 billion, maturing on the earlierdate ofthat occurs first: (a) September 18, 2030 andor (b) to the extent thatif more than $200 million of the 2030 Senior Notes orremain Permitted Refinancing Indebtedness in respect thereof is outstanding on such date,outstanding, the date that is 91 days prior tobefore the stated maturity date of thethose 2030 Senior Notes or any Permitted Refinancing Indebtedness in respect thereof.notes. Financial covenants in the Credit Agreement include a $250 million minimum liquidity covenant (which may increase up to $400 million dependent on the nature of transactions we may decide to enter into), a minimum interest coverage ratio of 2.50 to 1.00, a maximum total net leverage ratio of 3.50 to 1.00, and a maximum secured net leverage ratio of 1.50 to 1.00.

As of MarchJune 31,30, 2026, under the Credit Agreement we had zero borrowings, $7$4 million in financial letters of credit and $257$243 million in performance letters of credit outstanding. Additionally as of MarchJune 31,30, 2026, we had $193$233 million letters of credit under various uncommitted bi-lateral facilities ($32 million of which was cash collateral held and recorded in “Restricted Cash” on the Condensed Consolidated Balance Sheets).

We utilize surety bonds as part of our customary business practice in certain regions, primarily Latin America. As of MarchJune 31,30, 2026 and December 31, 2025, we had surety bonds outstanding of $570$540 million and $629 million, respectively. Any of our outstanding letters of credit or surety bonds could be called by the beneficiaries should we breach certain contractual or performance obligations and could reduce our available liquidity if we are unable to mitigate the issue.

•adverse weather conditions in certain regions of our operations; and

•risks associated with disease outbreaks and other public health issues, including a pandemic, their impact on the global economy and our business, customers, suppliers and other partners; further spread and potential for a resurgence of a pandemic in a given geographic region and related disruptions to our business, employees, customers, suppliers and other partners and additional regulatory measures or voluntary actions that may be put in place to limit the spread of a pandemic, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions.restrictions;