Financial Analysis

17. Commitments and contingencies Commercial Commitments During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $42.6 million and $52.0 million as of June 30, 2026 and December 31, 2025 , respectively. Contingencies Certain conditions may exist as of the date our unaudited condensed consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be reasonably estimated, then the estimated liability would be accrued in our unaudited condensed consolidated financial statements. If the assessment indicates a potentially materi …

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16. Interest bearing loans New Credit Facility On July 23, 2025, the Company and certain subsidiaries entered into a new senior secured credit facility (the New Credit Facility) with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $500.0 million. This includes a $400.0 million revolving credit facility and a $100.0 million 364 -day term bridge loan. The facility matures on July 30, 2029, and replaces the Companys previous credit agreement dated October 1, 2021, as amended on October 6, 2023 ( the Prior Facility Agreement). On May 8, 2026, the Company voluntarily cancelled the $100 million 364 -day term bridge loans, and increased the New Credit Facility by $50 million, for an aggregate principal amount of up to $450 million. All material terms, including maturity, covenants, and pricing remain unchanged. Proceeds from the revolving facility may be used for general corporate purposes, and proceeds from the bridge facility may be used for acquisitions, capital expenditures related to acquisitions, and related expenses. The facility is jointly and severally guaranteed by certain subsidiaries and secured by first -priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least 80% of consolidated EBITDA and include subsidiaries individually contributing 5.0% or more of EBITDA. Borrowings bear interest at a floating rate (subject to a 0.00% floor) p …

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Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Well construction $ 132,483 $ 141,623 $ 255,088 $ 272,036 Well management 260,699 281,117 505,667 541,576 Total $ 393,182 $ 422,740 $ 760,755 $ 813,612

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21. Stock-based compensation Stock-based compensation expense relating to the Long-Term Incentive Plan (LTIP), including restricted stock units (RSUs) and performance restricted stock units (PRSUs) for the three and six months ended June 30, 2026 was $9.1 million and $15.9 million, respectively. Stock-based compensation expense relating to LTIP RSUs and PRSUs for the three and six months ended June 30, 2025 was $7.1 million and $13.7 million, respectively. During the six months ended June 30, 2026 , 1,313,819 RSUs and 366,711 PRSUs were granted to employees and directors at a weighted average grant date fair value of $16.82 per RSU and $22.72 per PRSU. During the three and six months ended June 30, 2026 we recognized $0.5 million & $0.9 million, respectively, of compensation expense related to stock purchased under the ESPP and its sub-plans. The Company recognized ESPP expense for the three and six months ended June 30, 2025 of $0.2 million & $0.6 million, respectively. …

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4. Fair value measurements Recurring Basis A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of June 30, 2026 and December 31, 2025 , were as follows (in thousands): June 30, 2026 Level 1 Level 2 Level 3 Total Assets: Non-current accounts receivable, net $ - $ 7,432 $ - $ 7,432 Liabilities: Contingent consideration - - 9,313 9,313 Long-term borrowings - 79,065 - 79,065 Finance lease liabilities - 13,664 - 13,664 December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Non-current accounts receivable, net $ - $ 7,432 $ - $ 7,432 Liabilities: Contingent consideration - - 9,470 9,470 Long-term borrowings - 79,065 - 79,065 Finance lease liabilities - 15,121 - 15,121 We have certain contingent consideration assets and liabilities related to acquisitions which are measured at fair value using Level 3 inputs. The amount of contingent consideration due from or due to the sellers is based on the achievement of agreed-upon financial performance metrics by the acquired company, as determined by the terms of the contingent consideration agreements with the sellers of each acquired company. We record a liability at the time of the acquisition based on the present value of managements best estimates of the future results of the acquired companies compared to the agreed-upon metrics. After the date of acquisition, we update the original valuation to reflect the passage of time and current projections of future results of the acquired compa …

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7. Income taxes For interim financial reporting, the annual tax rate is based on pre-tax income (loss) before equity in income of joint ventures. We have historically calculated the income tax expense/(benefit) during interim reporting periods by applying a full year estimated Annual Effective Tax Rate (AETR) to income (loss) before income taxes, excluding infrequent or unusual discrete items, for the reporting period. For the six months ended June 30, 2026 , we concluded, consistent with prior periods, that using an AETR would not provide a reliable estimate of income taxes due to the forecasting methodology used to project income (loss) before income taxes, resulting in significant changes in the estimated AETR. Thus, we concluded to use a discrete effective tax rate, which treats the year-to-date period as an annual period, to calculate income taxes for the six months ended June 30, 2026 . Our effective tax rates was 109.9% and 153.4% for the three and six months ended June 30, 2026 , respectively, and was 48.9% and 33.0% for the three and six months ended June 30, 2025 , respectively. Our effective tax rate was driven primarily by the mix of taxable income between jurisdictions with different tax regimes, in particular in our MENA and ESSA regions and jurisdictions subject to deemed profit taxes. Impact of the One Big Beautiful Bill Act (OBBBA) On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing various changes to U.S. federal tax law. We did …

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Significant accounting policies Refer to Note 2 Basis of presentation and significant accounting policies of our consolidated financial statements as of and for the year ended December 31, 2025 , which are included in our most recent Annual Report for a discussion of our significant accounting policies. There have been no material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended December 31, 2025 . Recent accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) generally in the form of accounting standards updates (ASUs) to the FASBs Accounting Standards Codification. In November 2024, the FASB issued ASU 2024 - 03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expense (ASU 2024 - 03 ), which is intended to improve the disclosures about a public business entitys expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply i …

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18. Post-retirement benefits Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Amortization of prior service credit $ 61 $ 61 $ 122 $ 122 Interest cost (1,967 ) (1,946 ) (3,979 ) (3,800 ) Expected return on plan assets 2,352 2,254 4,732 4,387 Total $ 446 $ 369 $ 875 $ 709 The Company contributed $1.5 million and $3.0 million for the three and six months ended June 30, 2026 , respectively, and $1.4 million and $2.8 million for the three and six months ended June 30, 2025 , respectively, to defined benefit schemes. Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in Other (expense) income, net in the unaudited condensed consolidated statements of operations. …

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20. Related party disclosures Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the three and six months ended June 30, 2026 , goods and services provided to related parties was $1.2 million and $1.9 million, respectively, and less than $0.1 million and $0.3 million, respectively, for the three and six months ended June 30, 2025 . During the three and six months ended June 30, 2026 , material goods and services received from related parties was less than $0.1 million and $0.1 million, respectively, and less than $0.1 million for both the three and six months ended June 30, 2025 . Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was immaterial for three and six months ended June 30, 2026 , and less than $0.1 million for both the three and six months ended June 30, 2025 . Further, we received dividends from CETS totaling nil and $4.7 million during the three and six months ended June 30, 2026 , respectively, and dividends from PVD-Expro totaling $0.5 million for both the three and six months ended June 30, 2025 . As of June 30, 2026 and December 31, 2025 amounts receivable from related parties were $2.5 million and $0.9 million, respectively, and amounts payable to related parties were less than $0.1 million and nil, respectively.

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6. Revenue Disaggregation of revenue We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 Business segment reporting , as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities. The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Well construction $ 132,483 $ 141,623 $ 255,088 $ 272,036 Well management 260,699 281,117 505,667 541,576 Total $ 393,182 $ 422,740 $ 760,755 $ 813,612 Contract balances We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customers payment, which results in the recognition of unbilled receivables and deferred revenue. Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Companys obligation to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer. Contract balances consisted of the …

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5. Business segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys Chief Operating Decision Maker (CODM), which is our chief executive officer (CEO), in deciding how to allocate resources and assess performance. Our operations are comprised of four operating segments which also represent our reportable segments and are aligned with our geographic regions as below: North and Latin America (NLA), Europe and Sub-Saharan Africa (ESSA), Middle East and North Africa (MENA), and Asia-Pacific (APAC). Each reportable segment provides products and services in well construction, well flow management, subsea well access and well intervention and integrity to operators within their respective geographic regions. The reportable segments are separately managed business units consistent with the way our CODM manages the business. Activity in each region may vary and may not be responsive to changes in the broader global oil and gas market, and demand for our various offerings will generally benefit all product lines in that region. Assets used in support of our operations can in many instances be moved from country to country within a region, with relative ease as compared to moving between regions, in order to address demand. The accounting policies of the segments are the same as those described in Note 2 Basis of presentation and significant accounting policies. Our C …

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