UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File No. 001-08726

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware		58-1550825
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2801 Buford Highway, Suite 300, Atlanta, Georgia 30329
(Address of principal executive offices)	(Zip code)

(404) 321-2140

(Registrant’s telephone number, including area code)

Securities Registered under Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common stock, par value $0.10	RES	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 1824, 2025, RPC, Inc. had 220,~~616~~574,~~884~~475 shares of common stock outstanding.

Table of Contents

RPC, INC. AND SUBSIDIARIES

Table of Contents

		Page No.
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – As of ~~June~~September 30, 2025, and December 31, 2024	3

	Consolidated Statements of Operations – For the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024	4

	Consolidated Statements of Comprehensive Income – For the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024	5

	Consolidated Statements of Stockholders’ Equity – For the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024	6

	Consolidated Statements of Cash Flows – For the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024	7

	Notes to Consolidated Financial Statements	8 – 22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23 – 33

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

Part II. Other Information

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	35

Item 3.	Defaults upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	3736

Signatures		3837

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2025, AND DECEMBER 31, 2024

(In thousands, except share and par value data)


	~~June~~September 30,		December 31,
	2025		2024
ASSETS		(Unaudited)		Note 1
Cash and cash equivalents	$	~~162~~163,~~113~~462	$	325,975
Accounts receivable, net of allowance for credit losses of $6,907 as of June 30, 2025 and $7,906 as of December 31, 2024		303,353		276,577
Accounts receivable, net		359,901		276,577
Inventories		117,~~701~~685		107,628
Income taxes receivable		13,~~305~~376		4,332
Prepaid expenses		1312,~~917~~023		16,136
Retirement plan assets		3132,~~489~~653		—
Other current assets		12,~~031~~189		2,194
Total current assets		~~641~~701,~~909~~289		732,842
Property, plant and equipment, less accumulated depreciation of $896,881 as of June 30, 2025 and $860,227 as of December 31, 2024		560,936		513,516
Property, plant and equipment, net		560,298		513,516
Operating lease right-of-use assets		24,~~801~~726		27,465
Finance lease right-of-use assets		5,~~886~~758		4,400
Goodwill		9374,~~206~~257		50,824
Other intangibles, net		~~107~~104,~~135~~501		13,843
Retirement plan assets		—		30,666
Other assets		3027,~~523~~967		12,933
Total assets	$	1,~~464~~498,~~396~~796	$	1,386,489

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable	$	~~132~~143,~~360~~228	$	84,494
Accrued payroll and related expenses		2930,~~931~~651		25,243
Accrued insurance expenses		89,~~375~~089		7,942
Accrued state, local and other taxes		67,~~514~~096		3,234
Income taxes payable		~~5,171~~810		446
Unearned revenue		—		45,376
Current portion of operating lease liabilities		7,~~185~~482		7,108
Current portion of finance lease liabilities and finance obligations		4,~~290~~222		3,522
Retirement plan liabilities		2324,~~772~~129		—
Current portion of notes payable		20,000		—
Accrued expenses and other liabilities		5,~~364~~402		4,548
Total current liabilities		~~242~~252,~~962~~109		181,913
Accrued insurance expenses		13,~~587~~816		12,175
Retirement plan liabilities		—		24,539
Note payable		30,000		—
Notes payable		30,000		—
Operating lease liabilities		18,~~432~~291		21,724
Finance lease liabilities		1,~~156~~011		559
Other long-term liabilities		1210,~~827~~897		9,099
Deferred income taxes		5470,~~417~~279		58,189
Total liabilities		~~373~~396,~~381~~403		308,198
Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.10 par value, 1,000,000 shares authorized, none issued		—		—
Common stock, $0.10 par value, 349,000,000 shares authorized, 220,616,884 and 214,972,351 shares issued and outstanding in 2025 and 2024, respectively		22,062		21,494
Common stock, $0.10 par value, 349,000,000 shares authorized, 220,574,475 and 214,942,138 shares issued and outstanding in 2025 and 2024, respectively		22,058		21,494
Capital in excess of par value		—		—
Retained earnings		1,~~071~~082,~~483~~989		1,059,625
Accumulated other comprehensive loss		(2,~~530~~654)		(2,828)
Total stockholders’ equity		1,~~091~~102,~~015~~393		1,078,291
Total liabilities and stockholders’ equity	$	1,~~464~~498,~~396~~796	$	1,386,489

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(In thousands except per share data)

(Unaudited)

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

Revenues

~~420~~447,~~809~~103

~~364~~337,~~153~~652

~~753~~1,~~686~~200,789

~~741~~1,~~986~~079,638

COSTS AND EXPENSES:

Cost of revenues (exclusive of depreciation and amortization shown separately below)

~~317~~334,~~746~~673

~~262~~247,~~284~~507

~~561~~896,~~641~~314

~~538~~786,~~893~~400

Selling, general and administrative expenses

4044,~~825~~628

37,~~406~~697

83127,~~324~~952

77115,~~491~~188

Acquisition related employment costs

6,~~554~~467

—

613,~~554~~021

—

Depreciation and amortization

4244,~~347~~098

3235,~~333~~034

77122,~~970~~068

6297,~~337~~371

Gain on disposition of assets, net

(23,~~199~~563)

(31,~~338~~790)

(37,~~725~~288)

(46,~~552~~342)

Operating income

1520,~~536~~800

3519,~~468~~204

2748,~~922~~722

6787,~~817~~021

Interest expense

(~~1,007~~949)

(99261)

(12,~~138~~087)

(~~333~~594)

Interest income

1,~~618~~748

3,~~343~~523

56,~~013~~761

69,~~308~~831

Other income, net

~~1,152~~968

~~732~~1,005

23,~~037~~005

12,~~499~~504

Income before income taxes

1722,~~299~~567

3923,~~444~~471

3356,~~834~~401

7598,~~291~~762

Income tax provision

79,~~151~~604

74,~~025~~675

1121,~~656~~260

1520,~~405~~080

Net income

1012,~~148~~963

3218,~~419~~796

2235,~~178~~141

5978,~~886~~682

Earnings per share

Basic

0.0506

0.1509

0.1016

0.2837

Diluted

0.0506

0.1509

0.1016

0.2837

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(In thousands)

(Unaudited)

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

Net income

1012,~~148~~963

3218,~~419~~796

2235,~~178~~141

5978,~~886~~682

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation

~~291~~(124)

~~(53)~~61

~~298~~174

(~~166~~105)

Comprehensive income

1012,~~439~~839

3218,~~366~~857

2235,~~476~~315

5978,~~720~~577

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(In thousands)

(Unaudited)


	~~Six~~Nine months ended ~~June~~September 30, 2025
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss		Total
Balance, December 31, 2024	214,942	$	21,494	$	—	$	1,059,625	$	(2,828)	$	1,078,291
Stock issued for stock incentive plans, net	1,501		150		2,629		—		—		2,779
Stock purchased and retired	(424)		(42)		(2,629)		(197)		—		(2,868)
Net income	—		—		—		12,030		—		12,030
Cash dividends ($0.04 per share)	—		—		—		(8,653)		—		(8,653)
Foreign currency translation	—		—		—		—		7		7
Balance, March 31, 2025	216,019		21,602		—		1,062,805		(2,821)		1,081,586
Stock issued for stock incentive plans, net	4,598		460		2,885		—		—		3,345
Stock purchased and retired	—		—		(2,885)		2,885		—		—
Net income	—		—		—		10,148		—		10,148
Cash dividends ($0.04 per share)	—		—		—		(8,825)		—		(8,825)
Acquisition related employment costs	—		—		—		4,470		—		4,470
Foreign currency translation	—		—		—		—		291		291
Balance, June 30, 2025	220,617	$	22,062	$	—	$	1,071,483	$	(2,530)	$	1,091,015
Stock issued for stock incentive plans, net	(43)		(4)		2,981		—		—		2,977
Stock purchased and retired	—		—		(2,981)		2,981		—		—
Net income	—		—		—		12,963		—		12,963
Cash dividends ($0.04 per share)	—		—		—		(8,822)		—		(8,822)
Acquisition related employment costs	—		—		—		4,384		—		4,384
Foreign currency translation	—		—		—		—		(124)		(124)
Balance, September 30, 2025	220,574	$	22,058	$	—	$	1,082,989	$	(2,654)	$	1,102,393


	~~Six~~Nine months ended ~~June~~September 30, 2024
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss		Total
Balance, December 31, 2023	215,026	$	21,502	$	—	$	1,003,380	$	(2,369)	$	1,022,513
Stock issued for stock incentive plans, net	652		65		1,861		—		—		1,926
Stock purchased and retired	(1,331)		(133)		(1,861)		(7,888)		—		(9,882)
Net income	—		—		—		27,467		—		27,467
Cash dividends ($0.04 per share)	—		—		—		(8,621)		—		(8,621)
Foreign currency translation	—		—		—		—		(113)		(113)
Balance, March 31, 2024	214,347		21,434		—		1,014,338		(2,482)		1,033,290
Stock issued for stock incentive plans, net	662		67		2,615		—		—		2,682
Stock purchased and retired	—		—		(2,615)		2,615		—		—
Net income	—		—		—		32,419		—		32,419
Cash dividends ($0.04 per share)	—		—		—		(8,582)		—		(8,582)
Foreign currency translation	—		—		—		—		(53)		(53)
Balance, June 30, 2024	215,009	$	21,501	$	—	$	1,040,790	$	(2,535)	$	1,059,756
Stock issued for stock incentive plans, net	(28)		(3)		2,382		—		—		2,379
Stock purchased and retired	(9)		(1)		(2,382)		2,313		—		(70)
Net income	—		—		—		18,796		—		18,796
Cash dividends ($0.04 per share)	—		—		—		(8,581)		—		(8,581)
Foreign currency translation	—		—		—		—		61		61
Balance, September 30, 2024	214,972	$	21,497	$	—	$	1,053,318	$	(2,474)	$	1,072,341

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(In thousands)

(Unaudited)


	~~Six~~Nine months ended ~~June~~September 30,
	2025		2024
OPERATING ACTIVITIES
Net income	$	2235,~~178~~141	$	5978,~~886~~682
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		77122,~~970~~068		6297,~~337~~371
Stock-based compensation expense		69,~~124~~101		46,~~608~~987
Gain on disposition of assets, net		(37,~~725~~288)		(46,~~552~~342)
Gain due to benefit plan financing arrangement		—		(1,151)
Deferred income tax (benefit) provision		(3,772)		6,668
Deferred income tax provision		12,090		3,871
Acquisition related employment costs		613,~~554~~021		—
Other non-cash adjustments		(~~193~~79)		~~193~~149
Decrease (increase) in assets:
(Increase) decrease in assets:
Accounts receivable		39(4,~~678~~712)		2149,~~716~~419
Income taxes receivable		~~3,027~~956		4451,~~016~~332
Inventories		(2,~~317~~386)		(2,~~648~~658)
Prepaid expenses		24,~~524~~417		46,~~750~~067
Other current assets		(~~579~~1,613)		7596
Retirement plan assets		(~~823~~1,987)		—(2,754)
Other non-current assets		(12,~~213~~530)		(~~792~~665)
(Decrease) increase in liabilities:
Accounts payable		(212,~~350~~214)		113,~~760~~167
Income taxes payable		~~4,725~~364		28(52)
Unearned revenue		(45,376)		(15,743)
Accrued payroll and related expenses		12,~~644~~384		(410,~~429~~426)
Accrued insurance expenses		~~433~~1,147		~~414~~322
Accrued state, local and other taxes		23,~~494~~076		1,~~147~~607
Other accrued expenses		~~273~~261		(46,~~562~~050)
Retirement plan liabilities		(~~767~~410)		~~853~~720
Long-term accrued insurance expenses		1,~~412~~641		1,~~114~~129
Other long-term liabilities		42,~~022~~396		~~(1,201)~~137
Net cash provided by operating activities		92139,~~943~~468		~~184~~255,~~487~~215

INVESTING ACTIVITIES
Capital expenditures		(75117,~~323~~780)		(~~127~~179,~~799~~460)
Proceeds from sale of assets		915,~~496~~931		814,~~883~~127
Purchase of business, net of cash and debt assumed		(165,656)		—
Proceeds from benefit plan financing arrangement		—		2,380
Re-investment in benefit plan financing arrangement		—		(2,380)
Net cash used for investing activities		(~~231~~267,~~483~~505)		(~~118~~165,~~916~~333)

FINANCING ACTIVITIES
Payment of dividends		(1726,~~478~~300)		(1725,~~203~~784)
Repayment of debt assumed at acquisition		(4,502)		—
Cash paid for common stock purchased and retired		(2,868)		(9,~~858~~928)
Cash paid for finance lease and finance obligations		(474)		(304)
Cash paid for finance lease		(806)		(592)
Net cash used for financing activities		(2534,~~322~~476)		(2736,~~365~~304)

Net (decrease) increase in cash and cash equivalents		(~~163~~162,~~862~~513)		3853,~~206~~578
Cash and cash equivalents at beginning of period		325,975		223,310
Cash and cash equivalents at end of period	$	~~162~~163,~~113~~462	$	~~261~~276,~~516~~888

Supplemental cash flows disclosure:
Income tax payments (refunds), net	$	78,~~498~~030	$	(3332,~~403~~920)
Interest paid	$	~~875~~1,723	$	84127
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$	1011,~~322~~680	$	127,~~494~~451

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. GENERAL

The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.

In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The balance sheet at December 31, 2024, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.

A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess of fifty percent of the Company’s voting power.

Certain prior year amounts have been reclassified to conform to the presentation in the current year.

2. RECENT ACCOUNTING STANDARDS

Recently Issued Accounting Standards Update (ASU) Not Yet Adopted:

ASU ~~2024~~2025-0306: ~~Income~~Intangibles-Goodwill ~~Statement~~and Other-Internal-Use Software (~~Topic~~Subtopic ~~220~~350-40): ~~Disaggregation~~Targeted ofImprovements ~~Income~~to ~~Statement~~the ~~Expenses:~~Accounting ~~The~~for ~~amendments~~Internal-Use inSoftware: ~~this~~This ASU ~~require~~updates ~~public~~existing ~~companies~~guidance related to ~~disclose,~~the incapitalization ~~interim~~of ~~and~~development ~~year~~costs for internal-~~end~~use ~~reporting~~software. ~~periods,~~These ~~additional~~amendments ~~information~~update ~~about~~the ~~certain~~threshold ~~expenses~~required into ~~the~~start ~~financial~~capitalizing ~~statements.~~software ~~These~~costs ~~disclosures~~and ~~are~~remove ~~effective~~references ~~beginning~~to ~~with~~a ~~2027~~sequential ~~annual~~software ~~reports,~~development ~~and~~method. ~~interim~~The ~~reports~~provisions in this ASU are effective beginning ~~with~~in the ~~second~~first quarter of 2028. Early adoption is permitted onas ~~either~~of athe ~~prospective~~beginning orof ~~retrospective~~an ~~basis~~annual reporting period. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

ASU 2024-03: Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and year-end reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the third quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

3. ACQUISITION

On April 1, 2025 (the “"Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C (“"Pintail”). Pursuant to the terms of the Membership Interest Purchase Agreement dated as of April 1, 2025 (the “"Merger Agreement”), by and among RPC and Pintail, on the Closing Date, Pintail merged with and into RPC (the “"Merger”), and Pintail continued as a wholly owned subsidiary of RPC. Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin~~. Pintail operates more than 30 active fleets~~, and its conventional and electric wireline units are among the newest in the industry. The acquisition ~~will~~is ~~build~~building on RPC’s diversified ~~oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in our Technical Services Segment.~~

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, 100% of Pintail’s equity was automatically canceled and converted into the right to receive (i) $170 million in cash, without interest (“the Closing Cash”), (ii) $25 million of RPC common stock, which was paid by the issuance of 4,545,454 shares of restricted common stock of RPC (“Stock Consideration”) to one of the previous owners (the “Seller”), and (iii) $50 million in the form of a secured note payable to Houston LP (the “Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured

Table of Contents

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Overnight~~oilfield ~~Financing~~services ~~Rate~~platform ~~(“SOFR”),~~with ~~for~~geographic concentration in the ~~applicable~~most ~~interest~~active ~~period,~~oil ~~plus~~producing 2region in the U.0%S. ~~per~~land ~~annum,~~market. orPintail ~~where~~is ~~applicable,~~included atin aour ~~specified~~Technical ~~default~~Services ~~rate~~Segment.

~~The~~Pursuant ~~Stock~~to ~~Consideration and 50% of~~ the ~~Seller~~terms ~~Note~~and ~~(together “Contingent Consideration”) are~~ subject to ~~continued~~the ~~employment~~conditions ofset ~~Seller~~forth ~~for a period of three years and is subject to automatic forfeiture~~ in the ~~event~~Merger ~~of Seller termination. In accordance with US GAAP~~Agreement, on the ~~Contingent Consideration is not accounted for as part of purchase price. As of~~ Closing Date, ~~the~~100% ~~Company evaluated the fair value~~ of ~~the~~Pintail’s ~~Seller~~equity ~~Note~~was ~~using~~automatically acanceled ~~market~~and ~~interest~~converted ~~rate~~into ~~based on~~ the ~~Company’s~~right ~~IBR~~to ~~(“Incremental~~receive ~~Borrowing Rate”~~(i). As$170 ~~the~~million ~~contractual~~in ~~interest~~cash ~~rate on~~ ("the ~~Seller~~Closing ~~Note~~Cash”), (~~6.0% based on prevailing SOFR~~ii) ~~was~~$25 ~~materially~~million ~~consistent~~of ~~with~~RPC ~~the~~common ~~estimated market rate~~stock, ~~the~~which ~~Seller Note~~ was ~~recorded~~paid onby the ~~Consolidated~~issuance ~~Balance~~of ~~Sheet~~4,545,454 atshares ~~the~~of ~~estimated~~restricted ~~present~~common ~~value~~stock of ~~$50.0~~RPC ~~million~~("Stock asConsideration”) ~~Current~~to ~~portion~~one of ~~notes~~the ~~payable~~previous ~~and~~owners ~~Notes payable in~~ (the ~~non-current section of Total liabilities~~"Seller”), asand ~~appropriate.~~(iii) ~~The Company recognized an acquisition related employment obligation asset for~~ $2550 million, ~~related~~in to the ~~50%~~form of ~~the~~a ~~Seller~~secured ~~Note,~~note ~~that~~payable isto ~~part~~Houston ofLP (the ~~Contingent~~"Seller ~~Consideration~~Note”). ~~This~~Interest ~~asset~~on isthe ~~being~~Seller ~~amortized~~Note ~~over~~accrues ~~the~~at ~~three-year~~a ~~service~~variable ~~period~~rate onequal ato ~~straight-line~~the ~~basis~~Simple ~~and~~Secured ~~reflected~~Overnight asFinancing ~~part~~Rate of("SOFR”), ~~Other~~for ~~assets~~the inapplicable ~~the~~interest ~~current~~period, ~~and~~plus ~~non-current~~2.0% ~~sections~~per ofannum, ~~Total~~or ~~assets~~where onapplicable, ~~the~~at ~~Consolidated~~a ~~Balance~~specified ~~Sheet~~default rate.

AnThe ~~additional~~Stock ~~net~~Consideration ofand ~~tax~~50% ~~amount~~of ~~totaling~~the ~~$28.7~~Seller ~~million,~~Note (~~“Redistribution~~together ~~Payments~~"Contingent Consideration”) ~~paid~~are bysubject ~~the~~to continued employment of Seller ~~out~~for a period of ~~Closing~~three ~~Cash,~~years isand subject to ~~continued~~automatic ~~employment~~forfeiture ~~obligation~~in the event of Seller termination. In accordance with ~~RPC~~U.S. GAAP, the Contingent Consideration is not accounted for aas ~~period~~part of ~~three~~purchase ~~years~~price. ~~from~~As ~~the~~of Closing Date, the Company evaluated the fair value of the Seller Note using a market interest rate based on the Company’s IBR ("Incremental Borrowing Rate”). As the contractual interest rate on the Seller Note (6.0% based on prevailing SOFR) was materially consistent with the estimated market rate, the Seller Note was recorded on the Consolidated Balance Sheet at the estimated present value of $50 million. The ~~Stock~~Seller ~~Consideration~~Note is disclosed as Notes Payable in the current and ~~Redistribution~~non-current ~~Payments~~section ~~are~~of Total liabilities on the Consolidated Balance Sheet as of September 30, 2025. The Company recognized an acquisition related employment obligation asset for $25 million, related to 50% of the Seller Note, that is part of the Contingent Consideration. This asset is being amortized over the three-year service period on a straight-line basis and ~~recorded~~reflected as ~~Acquisition~~part ~~related~~of ~~employment~~Other ~~costs~~assets in the current and ~~Additional~~non-current ~~Paid~~sections inof ~~Capital~~Total assets on the Consolidated Balance Sheet as of September 30, 2025.

~~Non-cash~~An ~~expenses~~additional ~~related~~net toof ~~the~~tax ~~Contingent~~amount ~~Consideration~~totaling ~~and~~$28.1 ~~the~~million, ("Redistribution Payments”) ~~are~~paid ~~reflected~~by asthe ~~Acquisition~~Seller ~~related~~out of Closing Cash, is subject to continued employment ~~costs~~with inRPC ~~the~~for ~~Consolidated~~a ~~Statement~~period of ~~Operations~~three years from the Closing Date. ~~For~~The Stock Consideration and Redistribution Payments are being amortized over the three-year ~~months~~service ~~ended~~period ~~June~~and ~~30,~~recorded ~~2025,~~as ~~this~~Acquisition ~~amount~~related ~~totaled~~employment ~~$6.6~~costs ~~million.~~and Additional Paid in Capital.

~~The~~Non-cash ~~Company~~expenses ~~incurred~~related ~~transaction~~to ~~expenses~~the ofContingent ~~approximately~~Consideration ~~$698~~and ~~thousand~~the ~~and~~Redistribution ~~$977~~Payments ~~thousand~~are ~~for~~reflected as Acquisition related employment costs in the ~~three~~Consolidated ~~and~~Statement ~~six~~of Operations. For the three months ended ~~June~~September 30, 2025, ~~respectively,~~and ~~which~~for ~~are~~the ~~included~~period infrom ~~Selling~~April 1, ~~general~~2025 ~~and~~to ~~administrative~~September ~~expenses~~30, ~~within~~2025, ~~the~~this ~~Company’s~~amount ~~Consolidated~~totaled ~~Statements~~$6.5 ofmillion ~~Operations~~and $13.0 million, respectively.

The ~~acquisition~~Company ~~was~~incurred ~~accounted~~transaction ~~for~~expenses ~~as a business combination using the acquisition method~~ of ~~accounting~~approximately in$183 ~~accordance~~thousand ~~with~~and ~~ASC 805, Business Combinations (“ASC 805”), primarily using Level 3 inputs~~$1.2 ~~The~~million ~~preliminary~~for ~~purchase price allocation was based upon valuation information that was available to determine~~ the ~~preliminary~~three ~~fair~~and ~~value~~nine ofmonths ~~certain~~ended ~~assets~~September ~~and~~30, ~~liabilities~~2025, ~~including~~respectively, ~~goodwill.~~which ~~The~~are ~~preliminary~~included ~~purchase~~in ~~price allocation is subject to change~~Selling, asgeneral ~~additional information about the fair value of the individual assets~~ and ~~liabilities~~administrative ~~becomes~~expenses ~~available and adjustments to net working capital are finalized. The Company expects to finalize the purchase price allocation~~ within the ~~measurement~~Company’s ~~period,~~Consolidated ~~which~~Statements ~~will~~of ~~not exceed one year from the acquisition date~~Operations.

The ~~purchase~~acquisition ~~price~~was ~~under~~accounted USfor ~~GAAP~~as ~~was~~a ~~$193.7~~business ~~million,~~combination ~~which~~using ~~consisted~~the acquisition method of ~~Closing~~accounting ~~Cash~~in ofaccordance ~~$170.0~~with ~~million~~ASC ~~and~~805, ~~$25~~Business Combinations ("ASC 805”), primarily using Level 3 inputs.0 ~~million~~The preliminary purchase price allocation disclosed as of June 30, 2025 has been revised to reflect the ~~Seller~~working ~~Note~~capital ~~not~~adjustment ~~contingent~~finalization onand ~~continued~~other ~~service,~~updates ~~offset~~that byresulted in decreases in Accounts Payable of $16.3 million and Goodwill of ~~contractual~~$18.9 ~~adjustments~~million ~~for~~together ~~Pintail’s~~with ~~net~~an ~~working~~increase ~~capital,~~in ~~cash~~Customer ~~and~~relationships ~~debt~~of $400 thousand. Amounts ~~The~~shown ~~Merger~~in ~~Agreement~~the ~~contains~~following atable ~~post-closing~~represent ~~adjustment~~the ~~for~~current anpreliminary ~~agreed-upon~~fair ~~level~~value ofestimates. ~~Pintail’s~~As ~~working~~additional ~~capital,~~information asbecomes ~~well~~available asand ~~other~~final ~~usual~~analyses and ~~customary~~allocations ~~items~~are completed, ~~which~~we may further revise the ~~Company~~preliminary ~~expects~~acquisition toconsideration ~~finalize~~allocation byduring the ~~end~~remainder of ~~fiscal~~the ~~year~~measurement ~~2025~~period, which will benot ~~reflected~~exceed asone ~~part~~year from the acquisition date. As of ~~purchase~~September ~~price~~30, ~~allocation~~2025, adjustments related to property, plant and equipment is the primary area open for finalization. Such revisions or changes may be material.

The ~~Company~~purchase ~~assumed~~price ~~finance~~under ~~leases~~U.S. ~~related~~GAAP towas ~~trucks~~$181.4 million, which consisted of Closing Cash of $170.0 million and ~~operating~~$25.0 ~~leases~~million of the Seller Note not contingent on continued service, offset by $13.6 million of contractual adjustments for ~~both~~Pintail’s ~~vehicles~~final net working capital, cash and ~~certain~~debt. ~~real~~Amount ~~estate~~due from the seller for the final working capital settlement of $12.3 ~~There~~million ~~were~~is noincluded ~~favorable~~in orAccounts ~~unfavorable~~receivable ~~market~~on ~~terms~~the Consolidated Balance Sheets as of September 30, 2025. The final working capital settlement has not been reflected as a reduction in the purchase of business on the Consolidates Statements of Cashflows for the ~~leases~~nine months ended September 30, 2025, since it remained uncollected as of that date. This amount was collected in full on October 23, 2025.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is being amortized over 15 years for income tax purposes. Goodwill is attributable to synergies expected to be achieved from the combined operations of the Company and Pintail and the assembled workforce. The accompanying Consolidated Balance Sheet includes the assets and liabilities of Pintail, which have been measured at fair value as of the acquisition date.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

combined operations of the Company and Pintail and the assembled workforce. The ~~preliminary~~accompanying ~~allocation~~Consolidated Balance Sheet as of ~~purchase~~September ~~price~~30, ~~recorded~~2025 ~~for~~includes the assets and liabilities of Pintail, ~~under~~which UShave ~~GAAP~~been ~~was~~measured at fair value as ~~follows:~~of the acquisition date.

The preliminary allocation of purchase price recorded for Pintail under U.S. GAAP as of the Closing Date was as follows:


	Amount
Cash and cash equivalents	$	3,000
Accounts receivable		66,268
Inventories		7,544
Prepaid expenses		302
Property, plant and equipment, net		49,310
Operating lease right-of-use assets		541
Finance lease right-of-use assets		1,134
Other intangibles, net		9697,~~900~~300
Other assets		6
Total assets		225,~~005~~405

Accounts payable		(5246,~~601~~288)
Accrued payroll and related expenses		(4,911)
Accrued state, local and other taxes		(1,498)
Current portion of notes payable		(4,375)
Current portion of operating lease liabilities		(514)
Accrued expenses and other liabilities		(8,673)
Long-term finance lease liabilities		(1,159)
Total liabilities		(7367,~~731~~418)
Net assets acquired		~~151~~157,~~274~~987
Preliminary purchase price allocation		~~193~~181,~~656~~420
Goodwill recorded	$	4223,~~382~~433

The purchase price allocation above excludes the contingent portion of total consideration consisting of $25 million of the Seller Note and $25 million of Stock Consideration.

The following table summarizes the amounts allocated to identifiable intangible assets acquired:


		Preliminary Fair Value	Estimated Useful Life
(in thousands)
Customer relationships	$	8687,~~800~~200	10
Trade names and trademarks		10,100	10
Intangible assets acquired	$	9697,~~900~~300

The fair value of customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The fair value of trade names was estimated using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.

~~The~~Pintail ~~fair~~recognizes ~~value~~revenue ofover ~~trade~~time ~~names~~in ~~was~~an ~~valued~~amount ~~using~~equal ~~the~~to ~~relief-from-royalty~~consideration ~~method,~~received ~~which~~for ~~presumes~~transferred ~~the~~goods ~~owner~~or ofservices ~~the~~to ~~asset~~customers. In ~~avoids~~addition, ~~hypothetical~~Pintail ~~royalty~~has ~~payments~~elected ~~that~~the ~~would~~right ~~need~~ to beinvoice ~~made~~practical expedient for ~~the~~recognizing ~~use~~revenue ofrelated ~~the~~to ~~asset~~its ~~if the asset was not owned.~~

Pintail recognizes revenue in an amount equal to consideration received for transferred goods or services to customers. In addition, Pintail has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.

Pintail’s revenues were $98.9 million for the period from April 1, 2025 to June 30, 2025. Pintail’s Net income for the period from April 1, 2025 to June 30, 2025, excluding Acquisition related employment costs was $6.9 million using an estimated effective tax rate. Pintail’s Net income includes the impact of the amortization of intangibles totaling $2.4 million as well as other

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~purchase~~performance ~~accounting adjustments~~obligations. ~~Pintail’s~~The ~~operating~~Company ~~results~~assumed ~~are~~finance ~~included~~leases inrelated ~~the~~to ~~Consolidated~~trucks ~~Statements~~and ofoperating ~~Operations~~leases for ~~the~~both ~~period~~vehicles ~~from~~and ~~Apil~~certain 1,real ~~2025~~estate. toThere ~~June~~were ~~30,~~no ~~2025~~favorable or unfavorable market terms for the leases.

~~The~~Pintail’s ~~following~~operating ~~unaudited~~results ~~pro~~are ~~forma~~included ~~financial~~in ~~information presents~~ the ~~Company’s~~Consolidated ~~results~~Statements of ~~operations~~Operations for the ~~three~~period ~~and~~from ~~six~~Apil ~~months~~1, ~~ended~~2025 ~~June~~to September 30, 2025,. ~~and~~Pintail's ~~2024,~~revenues asfor if the ~~acquisition~~three ofmonths ~~Pintail~~ended ~~had~~September ~~occurred~~30, on2025 ~~January~~were ~~1, 2024~~$99.8 ~~The~~million ~~unaudited~~and ~~pro~~$198.6 ~~forma~~million ~~information includes adjustments~~ for ~~intangible assets acquired, step-ups in~~ the ~~fair~~period ~~value~~from ofApril ~~Property~~1, ~~plant and equipment~~2025, ~~removal~~to ofSeptember ~~non-recurring~~30, ~~transaction~~2025. ~~costs~~Pintail’s ~~directly~~Net ~~associated~~income ~~with~~for the ~~Merger,~~three ~~and~~months ~~interest~~ended ~~expense~~September on30, ~~the Seller Note~~2025, aswas ~~well as the Acquisition related employment costs of~~ $67.62 million and $1314.2 million, ~~respectively,~~for ~~associated with~~ the ~~Contingent~~period ~~Consideration~~from ~~and~~April ~~Redistribution~~1, ~~Payments.~~2025, ~~The~~to ~~pro~~September ~~forma~~30, ~~financial~~2025, ~~information~~using isa ~~presented~~normalized ~~for~~estimated ~~comparative~~effective ~~purposes~~tax ~~only~~rate. ~~and is not necessarily indicative of the Company~~Pintail’s ~~operating~~Net ~~results~~income ~~that~~includes ~~may~~the ~~have~~impact ~~actually~~of ~~occurred had~~ the ~~acquisition~~amortization of ~~Pintail~~intangibles ~~been~~totaling ~~completed~~$2.6 onmillion ~~January~~and ~~1, 2024~~$5.2 ~~In addition~~million, ~~the~~as ~~unaudited~~well ~~pro~~as ~~forma~~other ~~financial~~purchase ~~information~~accounting ~~does~~adjustments, ~~not~~for ~~give~~the ~~effect~~three tomonths ~~any~~ended ~~anticipated~~September ~~cost~~30, ~~savings~~2025, ~~operating~~and ~~efficiencies~~for orthe ~~other~~period ~~synergies~~from ~~that~~April ~~may~~1, be2025, ~~associated~~to ~~with~~September ~~the~~30, ~~acquisition~~2025, orrespectively. ~~any~~Acquisition ~~estimated~~related employment costs ~~that~~are ~~have~~recorded ~~been~~at ~~or will be incurred by~~ the ~~Company~~consolidated tolevel ~~integrate the assets~~ and ~~operations~~not ofallocated to Pintail.

The following unaudited pro forma financial information presents the Company’s results of operations for the three and nine months ended September 30, 2025, and 2024, as if the acquisition of Pintail had occurred on January 1, 2024. The unaudited pro forma information includes incremental depreciation expense related to fair value adjustments to property, plant and equipment, amortization of intangible assets acquired, removal of non-recurring transaction costs directly associated with the Merger, and interest expense on the Seller Note, as well as the Acquisition related employment costs associated with the Contingent Consideration and Redistribution Payments. The unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Pintail.

The unaudited pro forma financial information presented below is for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the acquisition of Pintail been completed on January 1, 2024.

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands)

Revenues

~~420~~447,~~809~~103

~~466~~442,~~513~~422

~~861~~1,~~438~~308,541

~~944~~1,~~873~~387,295

Net income

1012,~~644~~963

4427,~~408~~180

2639,~~331~~430

75102,~~736~~855

4. REVENUES

Accounting Policy:

RPC’s contract revenues are generated principally from providing oilfield services. These services are based on mutually agreed upon pricing with the customer prior to the services being delivered and, given the nature of the services, do not include the right of return. Pricing for these services is a function of rates based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. RPC typically satisfies its performance obligations over time as the services are performed. RPC records revenues based on the transaction price agreed upon with its customers.

Sales tax charged to customers is presented on a net basis within the accompanying Consolidated Statements of Operations and therefore excluded from revenues.

Nature of services:

RPC provides a broad range of specialized oilfield services to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States and in selected international markets. RPC manages its business as either (1) services offered on the well site with equipment and personnel (Technical Services) or (2) services and tools offered off the well site (Support Services). For more detailed information about the Company’s operating segments, see ~~note~~Note titled Business Segment and Entity Wide Disclosures.

Our contracts with customers are generally short-term in nature and generally consist of a single performance obligation – the provision of oilfield services. RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

● Includes pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Technical Services

●

Includes pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing.

Support Services

●

Rental tools – RPC rents tools to its customers for use with onshore and offshore oil and gas well drilling, completion and workover activities.

●

Other support services include pipe handling and pipe inspection and storage services, and well control training.

Payment terms:

RPC’s contracts with customers state the final terms of the sales, including the description, quantity, and price of each service to be delivered. The Company’s contracts are generally short-term in nature and in most situations, RPC provides services ahead of payment - i.e., RPC has fulfilled the performance obligation prior to submitting a customer invoice. RPC invoices the customer upon completion of the specified services and collection is generally expected between 30 to 60 days after invoicing. As the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the services are provided to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to our arrangements with customers.

Significant judgments:

RPC believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. RPC has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.

Disaggregation of revenues:

See ~~note~~Note titled Business Segment and Entity Wide Disclosures for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.

Contract balances:

Contract assets representing the Company’s rights to consideration for work completed but not billed are included in accounts receivable, net in the accompanying Consolidated Balance Sheets and are shown below:


	~~June~~September 30,		December 31,
	2025		2024
(in thousands)
Unbilled trade receivables	$	3774,~~424~~266	$	60,951

Substantially all of the unbilled trade receivables disclosed were, or are expected to be, invoiced during the following quarter.

Unearned revenue

Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. All of the $45.4 million recorded as unearned revenue as of December 31, 2024, ~~has~~was ~~been~~ recognized as revenues ~~during~~by ~~the six months ended~~ June 30, 2025.

5. STOCK-BASED COMPENSATION

The Company has issued various forms of stock incentives, including incentive and non-qualified stock options, time-lapse restricted shares and performance share unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~As of June 30, 2025, there were~~ 5~~,731,305 shares available for grant under the Company’s 2024 Stock Incentive Plan~~. STOCK-BASED ~~In addition, there were 367,640 shares available under the 2014 Stock Incentive plan that are reserved for the potential vesting of performance stock unit awards granted in 2023.~~ COMPENSATION

As of September 30, 2025, there were 5,746,631 shares available for grant under the Company’s 2024 Stock Incentive Plan. In addition, there were 394,723 shares available under the 2014 Stock Incentive plan that are reserved for the potential vesting of performance stock unit awards granted in 2023.

6. DEPRECIATION AND AMORTIZATION

Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands)

Cost of revenues

3638,~~595~~383

2931,~~524~~820

69107,~~025~~408

5688,~~844~~664

Selling, general and administrative expenses

5,~~752~~715

23,~~809~~214

814,~~945~~660

58,~~493~~707

Total

4244,~~347~~098

3235,~~333~~034

77122,~~970~~068

6297,~~337~~371

7. INCOME TAXES

The Company generally determines its periodic income tax expense or benefit based upon the current period income or loss and the annual estimated tax rate for the Company adjusted for discrete items including changes to prior period estimates. In certain instances, the Company uses the discrete method when it believes the actual year-to-date effective rate provides a more reliable estimate of its income tax rate for the period. The estimated tax rate is revised, if necessary, at the end of each successive interim period to the Company’s current annual estimated tax rate.

For the three months ended ~~June~~September 30, 2025, the effective rate reflects a provision of 4142.36% compared to a provision of 1719.89% for the comparable period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2025, the effective rate reflects a provision of 3437.57% compared to a provision of 20.53% for the comparable period in the prior year. The ~~increase in~~ effective tax rate iswas unusually high primarily due to the non-deductible portion of Acquisition related employment costs ~~which~~and ~~both~~provision ~~contributed~~ to ~~a lower pre-~~tax ~~income~~return ~~and included a non-deductible component~~adjustments.

OnIn ~~July 4, 2025,~~ the ~~United~~third ~~States~~quarter ~~Congress~~of ~~passed~~2025, ~~budget~~RPC ~~reconciliation~~implemented ~~bill~~the ~~H.R.~~provisions 1of ~~referred to as~~ the One Big, Beautiful Bill Act (“OBBBA”). ~~The~~Implementation of the OBBBA ~~contains~~provisions ~~several~~resulted ~~changes~~in toan ~~corporate~~increase ~~taxation~~of ~~including~~approximately ~~modifications~~$17.1 tomillion ~~capitalization~~in ofdeferred ~~research~~income ~~and~~tax ~~development~~liability ~~expenses,~~with ~~limitations~~a oncorresponding ~~deductions~~increase ~~for~~in ~~interest~~income ~~expense~~taxes ~~and~~receivable ~~accelerated~~due to the 100% bonus depreciation on ~~fixed~~capital ~~asset~~expenditures ~~additions.~~placed Asin ~~the~~service ~~legislation~~after ~~was~~January ~~signed~~19th, ~~into~~2025 ~~law~~and ~~after~~immediate ~~the~~expensing ~~close~~ of ~~our~~all ~~second~~domestic ~~quarter~~research and development costs, ~~our~~that ~~operating~~were ~~results~~previously ~~for~~amortized ~~the~~over ~~six~~five ~~months~~years. ~~ended~~Implementation ~~June 30,~~of ~~2025,~~the ~~does~~OBBBA provisions did not ~~include~~have ~~any~~an ~~adjustments~~impact ~~related~~on toour ~~it.~~effective ~~The~~rate ~~Company~~or isthe Income tax provision in ~~the~~our ~~process~~Consolidated Statements of ~~evaluating~~Operations for the ~~OBBBA~~three and ~~has~~nine ~~not~~months ~~estimated~~ended ~~its~~September ~~financial~~30, ~~impact at this time~~2025.

8. EARNINGS PER SHARE

Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. The following table shows the

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

restricted shares of common stock and Stock consideration issued to the Seller as part of Pintail acquisition (participating securities) outstanding and a reconciliation of outstanding weighted average shares:

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands)

Net income available for stockholders

1012,~~148~~963

3218,~~419~~796

2235,~~178~~141

5978,~~886~~682

Less: Adjustments for earnings attributable to participating securities

(21489)

(~~533~~308)

(~~256~~986)

(~~953~~1,219)

Net income used in calculating earnings per share

1012,~~127~~474

3118,~~886~~488

2134,~~922~~155

5877,~~933~~463

Weighted average shares outstanding (including participating securities)

220,~~610~~575

214,~~844~~976

218,~~150~~959

214,~~922~~940

Adjustment for participating securities

(8,~~390~~331)

(3,~~603~~728)

(64,~~080~~054)

(3,~~457~~341)

Shares used in calculating basic and diluted earnings per share

212,~~220~~244

211,~~241~~248

~~212~~214,~~070~~905

211,~~465~~599

9. CURRENT EXPECTED CREDIT LOSSES

The Company utilizes an expected credit loss model for valuing its accounts receivable, a financial asset measured at amortized cost. The Company is exposed to credit losses primarily from providing oilfield services. The Company’s expected allowance for credit losses for accounts receivable is based on historical collection experience, current and future economic and market conditions and a review of the current status of customers’ account receivable balances. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:



	~~Six~~Nine months ended
	~~June~~September 30,
	2025		2024
(in thousands)
Beginning balance	$	7,906	$	7,109
Provision for current expected credit losses		~~207~~980		~~294~~438
Write-offs		(1,~~264~~291)		(~~673~~747)
Recoveries collected (net of expenses)		5898		2331
Ending balance	$	67,~~907~~693	$	6,~~753~~831

10. INVENTORIES

Inventories consist of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services. In the table below, spare parts and components are included as part of raw materials and supplies; tools that are assembled using components are reported as finished goods. Inventories are recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method or the weighted average cost method.


	~~June~~September 30,		December 31,
(in thousands)	2025		2024
Raw materials and supplies	$	~~102~~107,~~250~~226	$	97,857
Finished goods		1510,~~451~~459		9,771
Total Inventory	$	117,~~701~~685	$	107,628

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. OTHER INTANGIBLES, NET

Intangible assets are amortized over their legal or estimated useful life. The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible asset class as of ~~June~~September 30, 2025, and December 31, 2024:


			~~June~~September 30, 2025				December 31, 2024
	Estimated Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
(in thousands)
Finite-lived Intangibles:
Customer relationships	10	$	9697,~~800~~200	$	(46,~~170~~610)	$	10,000	$	(1,500)
Trade names and trademarks	10		13,619		(1,~~211~~544)		3,519		(799)
Software licenses	3		5,350		(3,~~253~~514)		5,350		(2,727)
		$	~~115~~116,~~769~~169	$	(811,~~634~~668)	$	18,869	$	(5,026)

During the second quarter of 2025, the Company acquired intangible assets; see Note 3titled Acquisition for additional details related to the intangible assets acquired.

Amortization expense for each of the periods presented follows:


	Three months ended				~~Six~~Nine months ended
	~~June~~September 30,				~~June~~September 30,
		2025		2024		2025		2024
(in thousands)
Amortization of finite-lived intangible assets	$	3,~~017~~609	$	~~422~~592	$	37,~~610~~219	$	~~945~~1,537

Estimated future amortization expense based on balances as of ~~June~~September 30, 2025, were as follows: $63.06 million for the remainder of 2025 and approximately $1214 million for each of the years 2026 through 2029.

12. COMMITMENTS AND CONTINGENCIES

Sales and Use Taxes - The Company has ongoing sales and use tax audits in various jurisdictions and may be subjected to varying interpretations of statutes that could result in unfavorable outcomes. In accordance with ASC 450-20, Loss Contingencies, any probable and reasonable estimates of assessment costs have been included in Accrued state, local and other taxes in the accompanying Consolidated Balance Sheet.

The Company has outstanding state tax notifications of audit results related to sales and use tax and ~~with its outside legal counsel~~ has evaluated the perceived merits of this tax assessment with its outside legal counsel. The Company believes the likelihood of a material loss related to these contingencies is remote and the amount of liability cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of these claims will have a material impact on its consolidated financial position, results of operations or cash flows.

Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims and claims for personal injury. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities.

13. RETIREMENT PLANS

In the fourth quarter of 2024, the Board of Directors approved the termination of the Supplemental Retirement Plan (“SERP”). Pursuant to the Internal Revenue Service rules, participant balances are required to be distributed between 12 and 24 ~~months after termination. The Company currently expects to distribute the participant balances within the next 12 months by liquidating assets~~

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

months after termination. The Company currently expects to distribute the participant balances in the fourth quarter of 2025 by liquidating all the assets currently held in the Rabbi Trust. AsRetirement Plan assets and liabilities were classified as long-term on December 31, 2024, balance sheet and were reclassed to short-term as of June 30, 2025, when the decision to liquidate the assets and distribute participant balances in the fourth quarter of 2025 was made. As of September 30, 2025, the Retirement plan assets and Retirement plan liabilities related to the SERP are reported as part of current assets and current liabilities in the accompanying Consolidated Balance Sheet.

The Company permitted, through December 31, 2024, selected highly compensated employees to defer a portion of their compensation to the SERP. The Company maintains certain securities primarily in mutual funds and company-owned life insurance policies as a funding source to satisfy the obligations of the SERP that have been classified as trading and are stated at fair value totaling $3132.57 million as of ~~June~~September 30, 2025, and $30.7 million as of December 31, 2024. Trading gains related to the SERP assets totaled $~~789~~1.1 ~~thousand~~million during the three months ended ~~June~~September 30, 2025, compared to trading gains of $~~425~~1.0 ~~thousand~~million during the three months ended ~~June~~September 30, 2024. Trading gains related to the SERP assets totaled $~~769~~1.9 ~~thousand~~million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to trading gains of $12.7 million during the ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025, the SERP assets are reported in ~~Current~~Retirement ~~retirement~~ plan assets in the accompanying Consolidated Balance Sheets. Changes in the fair value of these assets are reported in the accompanying Consolidated Statements of Operations as compensation cost in Selling, general and administrative expenses.

The SERP liabilities include participant deferrals, net of distributions, and are stated at fair value of approximately $2324.81 million as of ~~June~~September 30, 2025, and $24.5 million as of December 31, 2024. As of ~~June~~September 30, 2025 the SERP liabilities are reported in the accompanying Consolidated Balance Sheets in ~~current~~Retirement ~~retirement~~ plan liabilities. Changes in fair value isare recorded as compensation cost within Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Changes in the fair value of the SERP liabilities was the result of an increase of $~~804~~1.1 ~~thousand~~million due to unrealized gains on participant balances during the three months ended ~~June~~September 30, 2025, compared to an increase of $~~454~~1.1 ~~thousand~~million due to unrealized gains on participant balances during the three months ended ~~June~~September 30, 2024. Changes in the fair value of the SERP liabilities resulted in unrealized gains of $~~815~~2.0 ~~thousand~~million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to unrealized gains of $12.78 million during the ~~six~~nine months ended ~~June~~September 30, 2024.

14. NOTES PAYABLE

The Company has a revolving Credit Agreement with Bank of America and four other lenders which provides for a line of credit of up to $100 million, including a $35 million letter of credit sub-facility, and a $35 million swingline sub-facility. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is ~~June~~July 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars.

Under the Credit Agreement, when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million: (i) the consolidated leverage ratio cannot exceed 2.50:1.00 and (ii) the debt service coverage ratio must be equal to or greater than 2.00:1.00; otherwise, the minimum tangible net worth must be greater than or equal to $400 million. As of both ~~June~~September 30, 2025, and ~~June 30,~~ 2024, the Company was in compliance with these covenants.

Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:

●

Term SOFR; plus, a margin ranging from 1.25% to 2.25%, based on a quarterly consolidated leverage ratio calculation, and an additional SOFR Adjustment ranging from 10 to 30 basis points depending upon maturity length; or

●

the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s publicly announced “prime rate,” and (c) the Term SOFR plus 1.00%, or (d) 1.00%; in each case plus a margin that ranges from 0.25% to 1.25% based on a quarterly consolidated leverage ratio calculation.

In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

AsIn ~~of June 30~~addition, ~~2025, RPC had no outstanding borrowings under~~ the ~~revolving~~Company ~~credit~~pays ~~facility,~~an ~~and~~annual ~~letters~~fee ofranging ~~credit~~from ~~outstanding~~0.20% ~~relating~~ to ~~self-insurance programs and contract bids totaled $15~~0.~~8 million; therefore~~30%, abased ~~total~~on ~~of $84.2 million of the facility was available. During the second quarter of 2025, the Company assumed~~ a ~~Seller~~quarterly ~~Note~~consolidated asleverage ~~part~~ratio ~~of the Pintail acquisition; see Note 3 for additional details related to the Seller Note. Interest incurred~~calculation, ~~which includes interest~~ on the ~~Seller Note, facility fees on the~~ unused portion of the ~~revolving~~ credit facility ~~and the amortization of loan costs, and interest paid on the Seller Note and the credit facility were as follows for the periods indicated:~~.

As of September 30, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $15.8 million; therefore, a total of $84.2 million of the facility was available. During the second quarter of 2025, the Company assumed a Seller Note as part of the Pintail acquisition; see the Note titled Acquisitions for additional details related to the Seller Note. Interest incurred, which includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, and interest paid on the Seller Note and the credit facility were as follows for the periods indicated:


	Three months ended				~~Six~~Nine months ended
	~~June~~September 30,				~~June~~September 30,
(in thousands)	2025		2024		2025		2024
Interest incurred	$	~~878~~880	$	7473	$	~~951~~1,831	$	~~147~~220
Interest paid		~~832~~848		4243		~~875~~1,723		84127

15. FAIR VALUE DISCLOSURES

The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

1.Level 1 – Quoted market prices in active markets for identical assets or liabilities.

2.Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

3.Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

The Company determines the fair value of equity securities that have a readily determinable fair value through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

Trading securities are comprised of the SERP assets, as described in the ~~note~~Note titled Retirement Plans, and are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance or investment company. Significant observable inputs, in addition to quoted market prices, were used to value the equity securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended ~~June~~September 30, 2025, there were no significant transfers in or out of levels 1, 2 or 3.

Under the Company’s revolving credit facility, there was no balance outstanding at ~~June~~September 30, 2025, and December 31, 2024. Borrowings under our revolving credit facility and Seller Note are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in the ~~note~~Note titled Notes Payable. The Company is subject to interest rate risk, to the extent there are outstanding borrowings on the variable component of the interest rate.

The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short maturity of these instruments. The Company currently does not use the fair value option to measure any of its existing financial instruments and has not determined whether it will elect this option for financial instruments acquired in the future.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

16. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:


		Foreign
		Currency
		Translation
(in thousands)
Balance at December 31, 2024	$	(2,828)
Change during the period:
Before-tax amount		~~298~~174
Balance at June 30, 2025	$	(2,530)
Balance at September 30, 2025	$	(2,654)


		Foreign
		Currency
		Translation
(in thousands)
Balance at December 31, 2023	$	(2,369)
Change during the period:
Before-tax amount		(~~166~~105)
Balance at June 30, 2024	$	(2,535)
Balance at September 30, 2024	$	(2,474)

17. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED

The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market. During the three months ended ~~June~~September 30, 2025, there were no shares repurchased by the Company in the open market. As of ~~June~~September 30, 2025, there were 12,768,870 shares remaining available to be repurchased. The program does not have a preset expiration date. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

Shares purchased for withholding taxes represent taxes due upon vesting of time-~~lapse~~based restricted ~~shares~~share awards granted to employees.

Total share repurchases for each of the periods presented are detailed below:



	~~Six~~Nine months ended ~~June~~September 30, 2025						~~Six~~Nine months ended ~~June~~September 30, 2024
	No. of Shares			Avg. Price		Total Cost	No. of Shares			Avg. Price	Total Cost
(in thousands except per share data)
Shares purchased for withholding taxes		424	$	6.76	$	2,868		~~323~~332	$	97.2428	$	2,~~346~~416
Open market purchases		—		—		—		1,010		7.5844		7,512
Total		424	$	6.76	$	2,868		1,~~333~~342	$	7.7440	$	9,~~858~~928

Excise tax ~~payable~~paid on share repurchases totaling $24 thousand in 2024 is not included in the amounts shown above.

18. BUSINESS SEGMENT AND ENTITY WIDE DISCLOSURES

RPC’s reportable segments are the same as its operating segments. RPC manages its business under Technical Services and Support Services. Technical Services is comprised of service lines that generate revenue based on equipment, personnel or materials at the well site and are closely aligned with completion and production activities of our customers. Support Services is comprised of service lines which generate revenue from services and tools offered off the well site and are more closely aligned with the customers’ drilling activities. Selected overhead including certain centralized support services and regulatory compliance are classified as Corporate.

Technical Services consists primarily of pressure pumping, downhole tools, coiled tubing, cementing, snubbing, nitrogen, well control, wireline, fishing and water management. The services offered under Technical Services are high capital and

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Technical Services consists primarily of pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing. The services offered under Technical Services are high capital and personnel intensive businesses. The Company considers all of these services to be closely integrated oil and gas well servicing businesses and makes resource allocation and performance assessment decisions based on this operating segment as a whole across these various services.

Support Services consist primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.

The ~~Company’s~~accounting ~~Chief~~policies ~~Operating~~of ~~Decision~~the ~~Maker~~reportable ~~(CODM)~~segments ~~assesses~~are ~~performance~~the ~~and~~same ~~makes~~as ~~resource~~those ~~allocation~~referenced ~~decisions~~in ~~regarding,~~Note ~~among~~titled ~~others,~~General. ~~staffing,~~Gains ~~growth~~or ~~and~~losses ~~maintenance~~on ~~capital~~disposition ~~expenditures~~of assets are reviewed on a consolidated basis, and ~~key~~accordingly ~~initiatives~~the ~~based~~Company ondoes not report gains or losses at the segment level. Intersegment revenues are generally recorded in segment operating ~~segments~~results ~~outlined~~at ~~above~~prices that management believes approximate prices for arm’s length transactions and are not material to operating results.

~~The~~RPC's ~~accounting~~Company’s ~~policies~~Chief ofOperating ~~the~~Decision ~~reportable~~Maker ~~segments~~(“CODM”) ~~are~~CODM ~~the~~is ~~same~~its asChief ~~those~~Executive ~~referenced in Note 1 to the consolidated financial statements~~Officer. ~~Gains~~For oreach ~~losses on disposition~~ of ~~assets~~the ~~are~~reportable ~~reviewed on a consolidated basis~~segments, ~~and accordingly~~ the ~~Company~~CODM ~~does~~uses ~~not~~operating ~~report~~income ~~gains~~to orallocate ~~losses~~resources at(equipment, ~~the~~financial, ~~segment~~and ~~level~~human resources. ~~Intersegment~~The ~~revenues~~CODM ~~are~~assesses ~~generally~~performance ~~recorded~~and inmakes ~~segment~~resource ~~operating~~allocation ~~results~~decisions atregarding, ~~prices~~among ~~that~~others, ~~management~~staffing, ~~believes~~growth ~~approximate~~and ~~prices~~maintenance ~~for~~capital ~~arm’s~~expenditures ~~length transactions~~ and ~~are~~key ~~not~~initiatives ~~material~~based toon the operating ~~results~~segments.

~~RPC's~~Significant ~~CODM~~segment isexpense ~~its~~by ~~Chief~~reportable ~~Executive~~segment ~~Officer.~~for ~~For each of~~ the ~~reportable~~three ~~segments,~~and ~~the~~nine ~~CODM~~months ~~uses~~ended ~~operating~~September ~~income~~30, to2025 ~~allocate~~and ~~resources~~2024 ~~(equipment,~~are ~~financial,~~shown ~~and~~in ~~human~~the ~~resources).~~following tables:

Significant segment expense by reportable segment for the three and six months ended June 30, 2025 and 2024 are shown in the following tables:


		Three months ended						Six months ended
		June 30,						June 30,
		Technical		Support			Technical		Support
		Services		Services		Total	Services		Services		Total
(in thousands)
2025
Revenues	$	396,754	$	24,055	$	420,809	$	708,598	$	45,088	$	753,686

Employment costs (1)		97,550		5,314		102,864		174,886		10,567		185,453
Materials and supplies		110,998		955		111,953		185,467		1,795		187,262
Maintenance & repairs		50,055		2,924		52,979		95,516		5,546		101,062
Fleet and transportation		13,458		683		14,141		23,609		1,488		25,097
Other cost of revenues (2)		34,484		1,325		35,809		60,316		2,451		62,767
Cost of revenues (exclusive of depreciation and amortization)	$	306,545	$	11,201	$	317,746	$	539,794	$	21,847	$	561,641

Employment costs (1)		15,498		2,628		18,126		30,550		5,117		35,667
Enterprise shared services (3)		9,286		416		9,702		19,145		885		20,030
Other selling, general and administrative expenses (4)		7,058		1,786		8,844		14,476		3,213		17,689
Selling, general and administrative expenses	$	31,842	$	4,830	$	36,672	$	64,171	$	9,215	$	73,386

Segment depreciation and amortization		36,403		4,226		40,629		68,666		7,567		76,233
Segment operating income	$	21,964	$	3,798	$	25,762	$	35,967	$	6,459	$	42,426
Unallocated corporate expenses (5)						5,871						11,675
Acquisition related employment costs						6,554						6,554
(Gain) on sale of assets						(2,199)						(3,725)
Operating income					$	15,536					$	27,922

Three months ended

Nine months ended

September 30,

Technical

Support

Technical

Support

Services

Total

Services

Total

(in thousands)

2025

Revenues

422,206

24,897

447,103

1,130,804

69,985

1,200,789

Employment costs ⁽¹⁾

102,133

5,749

107,882

277,019

16,316

293,335

Materials and supplies

113,119

984

114,103

298,586

2,779

301,365

Maintenance & repairs

59,967

3,444

63,411

155,483

8,990

164,473

Fleet and transportation

14,140

793

14,933

37,749

2,281

40,030

Other cost of revenues ⁽²⁾

33,155

1,189

34,344

93,471

3,640

97,111

Cost of revenues (exclusive of depreciation and amortization)

322,514

12,159

334,673

862,308

34,006

896,314

Employment costs ⁽¹⁾

17,465

2,620

20,085

48,015

7,737

55,752

Enterprise shared services ⁽³⁾

6,824

207

7,031

25,969

1,092

27,061

Other selling, general and administrative expenses ⁽⁴⁾

10,785

1,399

12,184

23,817

4,358

28,175

Selling, general and administrative expenses

35,074

4,226

39,300

97,801

13,187

110,988

Segment depreciation and amortization

41,011

3,067

44,078

111,121

10,888

122,009

Segment operating income

23,607

5,445

29,052

59,574

11,904

71,478

Unallocated corporate expenses ⁽⁵⁾

5,348

17,023

Acquisition related employment costs

6,467

13,021

Gain on sale of assets

(3,563)

(7,288)

Operating income

20,800

48,722

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


		Three months ended						Six months ended
		June 30,						June 30,
		Technical		Support			Technical		Support
		Services		Services		Total	Services		Services		Total
(in thousands)
2024
Revenues	$	341,484	$	22,669	$	364,153	$	697,878	$	44,108	$	741,986

Employment costs (1)		77,617		5,149		82,766		154,769		10,336		165,105
Materials and supplies		84,708		764		85,472		179,198		1,549		180,747
Maintenance & repairs		50,654		2,651		53,305		100,960		5,447		106,407
Fleet and transportation		11,918		778		12,696		29,753		1,570		31,323
Other cost of revenues (2)		26,202		1,843		28,045		52,211		3,100		55,311
Cost of revenues (exclusive of depreciation and amortization)	$	251,099	$	11,185	$	262,284	$	516,891	$	22,002	$	538,893

Employment costs (1)		13,982		2,292		16,274		29,559		4,737		34,296
Enterprise shared services (3)		8,940		329		9,269		17,512		742		18,254
Other selling, general and administrative expenses (4)		8,645		1,622		10,267		15,972		2,972		18,944
Selling, general and administrative expenses	$	31,567	$	4,243	$	35,810	$	63,043	$	8,451	$	71,494

Segment depreciation and amortization		28,620		2,862		31,482		55,790		5,677		61,467
Segment operating income	$	30,198	$	4,379	$	34,577	$	62,154	$	7,978	$	70,132
Unallocated corporate expenses (5)						2,447						6,867
(Gain) on sale of assets						(3,338)						(4,552)
Operating income					$	35,468					$	67,817

(1) Employment costs include employee payroll, share-based compensation, bonuses and amounts related to benefits for each of the income statement items. Additional employment costs are included within the shared services amount.


		Three months ended						Nine months ended
		September 30,						September 30,
		Technical		Support			Technical		Support
		Services		Services		Total	Services		Services		Total
(in thousands)
2024
Revenues	$	313,492	$	24,160	$	337,652	$	1,011,370	$	68,268	$	1,079,638

Employment costs ⁽¹⁾		72,291		4,870		77,161		227,060		15,206		242,266
Materials and supplies		75,012		1,119		76,131		254,210		2,668		256,878
Maintenance & repairs		46,611		3,156		49,767		147,571		8,603		156,174
Fleet and transportation		17,705		1,003		18,708		47,458		2,573		50,031
Other cost of revenues ⁽²⁾		24,383		1,357		25,740		76,594		4,457		81,051
Cost of revenues (exclusive of depreciation and amortization)	$	236,002	$	11,505	$	247,507	$	752,893	$	33,507	$	786,400

Employment costs ⁽¹⁾		13,165		2,153		15,318		42,724		6,890		49,614
Enterprise shared services ⁽³⁾		8,258		264		8,522		25,770		1,006		26,776
Other selling, general and administrative expenses ⁽⁴⁾		7,960		1,701		9,661		23,349		4,424		27,773
Selling, general and administrative expenses	$	29,383	$	4,118	$	33,501	$	91,843	$	12,320	$	104,163

Segment depreciation and amortization		31,764		3,250		35,014		88,137		9,176		97,313
Segment operating income	$	16,343	$	5,287	$	21,630	$	78,497	$	13,265	$	91,762
Unallocated corporate expenses ⁽⁵⁾						4,216						11,083
Gain on sale of assets						(1,790)						(6,342)
Operating income					$	19,204					$	87,021

(1)

Employment costs include employee payroll, share-based compensation, bonuses and amounts related to benefits for each of the income statement items. Additional employment costs are included within the Enterprise shared services amount.

(2)

Includes expenses related to rent, travel, insurance and other costs.

(3)

Includes costs incurred at the enterprise level that are allocated to each reportable segment based on payroll cost, headcount and revenues.

(4)

Includes professional fees, utilities, travel & entertainment and other costs.

(5)

Unallocated corporate expenses are included in selling general and administrative expenses at the consolidated level.

The table below shows the reconciliation of segment totals to the consolidated level for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Three months ended ~~June~~September 30,

Technical

Support

Segment

Unallocated

Consolidated

Services

Total

(in thousands)

2025

Selling, general and administrative expenses

3135,~~842~~074

4,~~830~~226

3639,~~672~~300

45,~~153~~328

4044,~~825~~628

Depreciation and amortization

3641,~~403~~011

43,~~226~~067

4044,~~629~~078

~~1,718~~20

4244,~~347~~098

Capital expenditures (1)

32,~~451~~838

68,~~343~~676

3841,~~794~~514

~~4,259~~943

4342,~~053~~457

Total assets, end of period (2)

1,~~102~~114,~~165~~712

9799,~~089~~455

1,~~199~~214,~~254~~167

~~265~~284,~~142~~629

1,~~464~~498,~~396~~796

2024

Selling, general and administrative expenses

3129,~~567~~383

4,~~243~~118

3533,~~810~~501

14,~~596~~196

37,~~406~~697

Depreciation and amortization

2831,~~620~~764

23,~~862~~250

3135,~~482~~014

~~851~~20

3235,~~333~~034

Capital expenditures (1)

7144,~~348~~526

36,~~107~~831

7451,~~455~~357

~~566~~304

7551,~~021~~661

Total assets, end of period (2)

914,418

81,375

995,793

329,453

1,325,246

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Six~~Nine months ended ~~June~~September 30,

Technical

Support

Segment

Unallocated

Consolidated

Services

Total

(in thousands)

2025

Selling, general and administrative expenses

6497,~~171~~801

913,~~215~~187

73110,~~386~~988

916,~~938~~964

83127,~~324~~952

Depreciation and amortization

68111,~~666~~121

710,~~567~~888

76122,~~233~~009

~~1,737~~59

77122,~~970~~068

Capital expenditures (1)

5491,~~994~~329

1423,~~744~~770

69115,~~738~~099

52,~~585~~681

75117,~~323~~780

2024

Selling, general and administrative expenses

6391,~~043~~843

812,~~451~~320

71104,~~494~~163

511,~~997~~025

77115,~~491~~188

Depreciation and amortization

5588,~~790~~137

59,~~677~~176

6197,~~467~~313

~~870~~58

6297,~~337~~371

Capital expenditures (1)

~~115~~159,~~217~~743

1017,~~920~~751

~~126~~177,~~137~~494

1,~~662~~966

~~127~~179,~~799~~460

(1)

Unallocated total primarily related to corporate and enterprise services capital expenditures.

(2) Unallocated total primarily consists of cash and cash equivalents of $~~162~~163.~~1 million and $261.~~5 million managed at corporate ~~for~~as ~~the~~of ~~months~~September ~~ended June~~ 30, 2025 ~~and 2024, respectively~~.

The following summarizes revenues for the United States and separately for all international locations combined for the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024. The revenues are ~~presented~~ based on the location of the use of the equipment or services. Assets related to international operations are less than 10% of RPC’s consolidated assets, and therefore are not presented.

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands)

United States revenues

~~412~~439,~~347~~204

~~353~~326,~~478~~963

~~737~~1,~~226~~176,430

~~721~~1,~~416~~048,379

International revenues

87,~~462~~899

10,~~675~~689

1624,~~460~~359

2031,~~570~~259

Total revenues

~~420~~447,~~809~~103

~~364~~337,~~153~~652

~~753~~1,~~686~~200,789

~~741~~1,~~986~~079,638

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Segment Revenues:

RPC’s operating segment revenues by major service lines are shown in the following table:

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands)

Technical Services:

Pressure Pumping

~~109~~124,~~197~~769

~~147~~129,~~156~~579

~~242~~367,~~814~~583

~~323~~452,~~412~~991

Downhole Tools

99105,~~587~~024

~~100~~97,~~670~~954

~~193~~298,~~452~~476

~~194~~292,~~464~~418

Coiled Tubing

3542,~~690~~465

3829,~~984~~761

67110,~~620~~085

72101,~~152~~913

Wireline

~~103~~104,~~924~~863

5,~~193~~004

~~107~~212,~~842~~705

914,~~400~~404

Cementing

2724,~~625~~192

2826,~~038~~972

5579,~~287~~479

5582,~~789~~761

Nitrogen

87,~~150~~283

89,~~346~~151

1623,~~062~~345

1727,~~896~~047

Snubbing

76,~~416~~473

58,~~278~~949

1421,~~752~~225

1019,~~134~~083

All other

57,~~165~~137

76,~~819~~122

1017,~~769~~906

1420,~~631~~753

Total Technical Services

~~396~~422,~~754~~206

~~341~~313,~~484~~492

~~708~~1,~~598~~130,804

~~697~~1,~~878~~011,370

Support Services:

Rental Tools

1718,~~955~~737

17,~~422~~475

3352,~~357~~094

3350,~~396~~871

All other

6,~~100~~160

56,~~247~~685

1117,~~731~~891

1017,~~712~~397

Total Support Services

24,~~055~~897

2224,~~669~~160

4569,~~088~~985

4468,~~108~~268

Total revenues

~~420~~447,~~809~~103

~~364~~337,~~153~~652

~~753~~1,~~686~~200,789

~~741~~1,~~986~~079,638

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

19. SUBSEQUENT EVENT

Dividends

On ~~July~~October 2228, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable ~~September~~December 10, 2025, to common stockholders of record at the close of business on ~~August~~November 1110, 2025.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements included elsewhere in this document. See also Forward-Looking Statements on page 32.

RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.

The discussion of our key business and financial strategies set forth under the Overview section in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, is incorporated herein by reference.

During the ~~second~~third quarter of 2025, total revenues of $~~420~~447.81 million increased by $56109.75 million or 1532.64% compared to the same period in the prior year.

Operating ~~profit~~income was $1520.58 million for the three months ended ~~June~~September 30, 2025, compared to $3519.52 million ~~during~~for the same period of 2024.

Net income for the three months ended ~~June~~September 30, 2025, was $1013.10 million, or $0.0506 diluted earnings per share compared to net income of $3218.48 million, or $0.1509 diluted earnings per share in the same period of 2024.

Net cash provided by operating activities decreased to $92139.95 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~184~~255.52 million for the same period of 2024.

On April 1, 2025 (the “Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its acquisition of Pintail Alternative Energy, L.L.C. (“Pintail”). Headquartered in Midland, Texas, Pintail is a leading provider of oilfield wireline perforating services in the Permian Basin and ~~operates more than 30 active fleets, and~~ its conventional and electric wireline units are among the newest in the industry. The acquisition ~~will~~is ~~build~~building on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in ~~our~~the Company’s Technical Services Segment.

On the Closing Date, 100% of Pintail’s equity was automatically canceled and converted into the right to receive (i) $170 million in cash, without interest, (ii) $25 million of RPC common stock, which was paid by the issuance of 4,545,454 shares of restricted common stock of RPC to one of the previous owners, and (iii) $50 million in the form of a secured note payable to Houston LP (the “Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate, for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. ~~Beginning~~ ~~with~~The ~~second quarter of 2025, the~~ Company ~~has~~began ~~begun~~making interest payments on the Seller Note in the second quarter of 2025.

As of ~~June~~September 30, 2025, there were no outstanding borrowings under our credit facility. ~~How We Evaluate Our Operations~~

How We ~~use~~Evaluate ~~Earnings~~Our Before Interest, Taxes, Depreciation and Amortization (EBITDA) Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses.Operations

We ~~believe~~use ~~that~~Earnings ~~EBITDA~~Before Interest, ~~Adjusted EBITDA~~Taxes, ~~Adjusted~~Depreciation ~~EBITDA margin~~ and ~~Free~~Amortization ~~cash~~(EBITDA), ~~flow are important indicators of performance.~~ Adjusted EBITDA ~~is defined as EBITDA~~, ~~adjusted for unusual (income)/expenses.~~ Adjusted EBITDA margin ~~reflects~~and ~~Adjusted~~Free ~~EBITDA~~cash asflow, aall ~~percentage~~non-GAAP ~~of revenues. Management believes that EBITDA~~measures, ~~Adjusted~~to ~~EBITDA~~evaluate and ~~Adjusted~~analyze ~~EBITDA margin enable investors to compare~~ the operating performance of our ~~core business consistently over various time periods without regard to changes in our capital structure~~businesses. ~~Management believes that Free cash flow, which measures our ability to generate needed cash from~~

We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow are important indicators of performance. Adjusted EBITDA is defined as EBITDA, adjusted for unusual (income)/expenses. Adjusted EBITDA margin reflects Adjusted EBITDA as a percentage of revenues. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

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RPC, INC. AND SUBSIDIARIES

enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure. Management believes that Free cash flow, which measures our ability to generate needed cash from business operations, is an important financial measure for evaluating RPC’s financial condition. Our definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income/(loss), operating income/(loss), and related margins, or any other measure of financial performance presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Similarly, Free cash flow should be considered in addition to, rather than as a substitute for GAAP presentation of net cash provided by operating activities, as a measure of our financial condition.

See Non-GAAP Financial Measures below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Results of Operations

Three months ended

~~Six~~Nine months ended

~~June~~September 30,

2025

2024

2025

2024

(in thousands, except for percentages)

Revenues by business segment:

Technical

~~396~~422,~~754~~206

~~341~~313,~~484~~492

~~708~~1,~~598~~130,804

~~697~~1,~~878~~011,370

Support

24,~~055~~897

2224,~~669~~160

4569,~~088~~985

4468,~~108~~268

Total revenue

~~420~~447,~~809~~103

~~364~~337,~~153~~652

~~753~~1,~~686~~200,789

~~741~~1,~~986~~079,638

Cost of revenues (exclusive of depreciation and amortization shown separately below)

~~317~~334,~~746~~673

~~262~~247,~~284~~507

~~561~~896,~~641~~314

~~538~~786,~~893~~400

Selling, general and administrative expenses

4044,~~825~~628

37,~~406~~697

83127,~~324~~952

77115,~~491~~188

Acquisition related employment costs

6,~~554~~467

—

613,~~554~~021

—

Depreciation and amortization

4244,~~347~~098

3235,~~333~~034

77122,~~970~~068

6297,~~337~~371

Gain on disposition of assets

(23,~~199~~563)

(31,~~338~~790)

(37,~~725~~288)

(46,~~552~~342)

Other income, net

(~~1,152~~968)

(~~732~~1,005)

(23,~~037~~005)

(12,~~499~~504)

Interest expense

~~1,007~~949

99261

12,~~138~~087

~~333~~594

Interest income

(1,~~618~~748)

(3,~~343~~523)

(56,~~013~~761)

(69,~~308~~831)

Income tax provision

79,~~151~~604

74,~~025~~675

1121,~~656~~260

1520,~~405~~080

Net income

1012,~~148~~963

3218,~~419~~796

2235,~~178~~141

5978,~~886~~682

Net income margin

2.49%

85.96%

2.9%

87.13%

Net cash provided by operating activities

5346,~~078~~525

~~127~~70,~~928~~728

92139,~~943~~468

~~184~~255,~~487~~215

Non-GAAP Financial Measures

Adjusted EBITDA

6572,~~589~~333

6855,~~533~~243

~~114~~186,~~483~~816

~~131~~186,~~653~~896

Adjusted EBITDA margin

1516.62%

1816.84%

15.26%

17.73%

Free cash flow

104,~~025~~068

5219,~~907~~067

1721,~~620~~688

5675,~~688~~755

THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 COMPARED TO THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024

Revenues. Revenues of $~~420~~447.81 million for the three months ended ~~June~~September 30, 2025, increased 1532.64% compared to the three months ended ~~June~~September 30, 2024. The increase in revenues was primarily due to revenues ~~from recently acquired Pintail~~ of $9899.98 million, ~~partially~~from ~~offset~~recently byacquired ~~lower~~Pintail ~~pressure~~coupled ~~pumping~~with ~~activity~~revenue ~~levels~~increases ~~compared~~in tocoiled ~~the~~tubing ~~prior~~and ~~year.~~downhole ~~Pressure~~tools, ~~pumping~~partially ~~results~~offset ~~for~~by ~~the~~a ~~second~~decrease ~~quarter~~in ~~of 2025 were negatively impacted by pricing~~ pressure, ~~weather, third-party non-productive time and customer startup delays~~pumping. ~~Pressure~~The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are ~~consistently~~contributing ~~adding~~to ~~pump~~excess ~~hour~~ capacity toin the industry. These challenges, as well as a declining rig count, have impacted activity levels, asset utilization, and pricing. International revenues represented 21.08% of total revenues in the ~~second~~third quarter of 2025 compared to ~~2.9% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.~~

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3.2% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

During the ~~second~~third quarter of 2025, the average price of oil was 2014.80% lower and the average price of natural gas was 5444.68% higher, both as compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended ~~June~~September 30, 2025, was 57.38% lower than in the same period in 2024.

The Technical Services segment revenues for the ~~second~~third quarter of 2025 increased by 1634.27% compared to the same period of the prior year due primarily to the ~~addition~~acquisition of Pintail, partially offset by a decrease in pressure pumping revenues. Technical Services reported operating income was $2124.14 million during the ~~second~~third quarter of 2025 compared to operating income of $3016.23 million in the ~~second~~third quarter of 2024. The ~~decrease~~increase in Technical Services operating income was primarily due to results from recently acquired Pintail, partially offset by lower pricing in pressure pumping. Support Services segment revenues for the ~~second~~third quarter of 2025 increased by 63.1% compared to the same period in the prior year, primarily due to higher activity levels within rental tools. Support Services reported operating income of $4.6 million for the ~~second~~third quarter of 2025 compared to operating income of $45.43 million for the ~~second~~third quarter of 2024. ~~Second~~Third quarter 2025 Support Services operating ~~profit~~income ~~increased~~decreased by $~~260~~682 thousand compared to the ~~second~~third quarter of the prior year ~~due to higher activity levels~~.

Cost of revenues. Cost of revenues increased 2135.12% to $~~317~~334.7 million for the three months ended ~~June~~September 30, 2025, compared to $~~262~~247.35 million for the three months ended ~~June~~September 30, 2024 primarily due to costs from recently acquired Pintail~~, partially offset by lower pressure pumping activities and change in job mix~~. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $3638.64 million for the ~~second~~third quarter of 2025 compared to $2931.58 million for the ~~second~~third quarter of 2024.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $4044.86 million for the three months ended ~~June~~September 30, 2025, compared to $37.47 million for the three months ended ~~June~~September 30, 2024, primarily due to ~~acquisition~~an increase in employment incentives and higher other employment related costs, coupled with expenses from recently acquired Pintail.

Acquisition related employment costs. Acquisition related employment costs of $6.65 million represent non-cash accounting adjustments related to the Pintail acquisition ~~consideration~~costs that isare contingent upon continued employment. WeThe ~~expect~~remaining toAcquisition ~~recognize~~related ~~these~~employment costs, ~~equally~~totaling ~~over~~$65.1 12million, ~~quarters~~are ~~and~~expected ~~approximate~~to ~~$78.6~~be ~~million~~recognized inequally over the ~~aggregate~~next 10 quarters.

Depreciation and amortization. Depreciation and amortization increased 3125.09% to $4244.31 million for the three months ended ~~June~~September 30, 2025, compared to $3235.30 million for the three months ended ~~June~~September 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.

Gain on disposition of assets, net. Gain on disposition of assets, net was $23.26 million for the three months ended ~~June~~September 30, 2025, compared to $31.38 million for the three months ended ~~June~~September 30, 2024. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

Other income, net. Other income, net was $1.20 million for both the three months ended ~~June~~September 30, 2025, ~~compared~~and ~~to $732 thousand for~~ the same period in the prior year.

Interest expense and interest income. Interest expense increased to $~~1.0~~949 ~~million~~thousand for the three months ended ~~June~~September 30, 2025, compared to $99261 thousand for the three months ended ~~June~~September 30, 2024 primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $1.67 million compared to $3.35 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.

Income tax provision. Income tax provision was $79.26 million during the three months ended ~~June~~September 30, 2025 compared to $74.07 million ~~tax~~in ~~provision for~~ the same period in the prior year. The effective tax rate was 4142.36% for the three months ended ~~June~~September 30, 2025 compared to a 1719.89% effective tax rate for the same period in the prior year. The ~~increase in~~ effective tax rate iswas unusually high primarily due to the non-deductible portion of Acquisition related employment costs ~~which~~and ~~both~~provision ~~contributed~~ to ~~a lower pre-~~tax ~~income~~return ~~and included a non-deductible component~~adjustments.

Net income, net income margin and diluted earnings per share. Net income was $1013.10 million during the three months ended ~~June~~September 30, 2025, or $0.0506 diluted earnings per share, compared to net income of $3218.48 million during the three months ended ~~June 30, 2024, or $0.15 diluted earnings per share. Net income margin was 2.4% for the three months ended June 30, 2025, compared to 8.9% for the same period in the prior year.~~

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~~Adjusted~~September ~~EBITDA~~30, ~~and~~2024, ~~Adjusted~~or ~~EBITDA margin~~$0.09 ~~Adjusted~~diluted ~~EBITDA~~earnings ~~was~~per ~~$65~~share.6 ~~million,~~Net ~~and~~income ~~Adjusted EBITDA~~ margin was 152.69% for the three months ended ~~June~~September 30, 2025, compared to ~~$68.~~5 ~~million and 18~~.86%, ~~respectively,~~ for the same period in the prior year.

~~Cash~~Adjusted ~~provided~~EBITDA ~~by operating activities~~ and ~~Free~~Adjusted ~~cash~~EBITDA ~~flow~~margin. ~~Cash~~Adjusted ~~provided~~EBITDA ~~by operating activities~~ was $5372.13 million, ~~for~~and ~~the~~Adjusted ~~three~~EBITDA ~~months~~margin ~~ended~~was ~~June 30, 2025, compared to $127~~16.92% ~~million~~ for the three months ended ~~June~~September 30, ~~2024.~~2025 ~~The~~compared ~~decrease in cash provided by operating activities is due primarily~~ to ~~unfavorable changes in working capital, primarily due to a~~ $5255.82 million ~~federal~~and ~~refund received in the second quarter of 2024, coupled with lower net income~~16. ~~Free cash flow decreased to $10.0 million for the three months ended June 30~~4%, ~~2025~~respectively, ~~from $52.9 million~~ for the ~~three~~same ~~months~~period ~~ended June 30, 2024, primarily due to a decrease~~ in ~~cash~~the ~~provided~~prior ~~by operating activities, partially offset by lower capital expenditures~~year.

~~SIX~~Cash ~~MONTHS~~provided ~~ENDED~~by ~~JUNE~~operating activities and Free cash flow. Cash provided by operating activities was $46.5 million for the three months ended September 30, 2025, ~~COMPARED~~compared TOto ~~SIX~~$70.7 ~~MONTHS~~million ~~ENDED~~for ~~JUNE~~the three months ended September 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Free cash flow was $4.1 million for the three months ended September 30, 2025 compared to $19.1 million for the three months ended September 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.

~~Revenues.~~NINE ~~Revenues~~MONTHS ofENDED ~~$753.7~~SEPTEMBER ~~million for the six months ended June~~ 30, 2025, ~~increased~~COMPARED ~~1.6%~~TO ~~compared~~NINE toMONTHS ~~the~~ENDED ~~six~~SEPTEMBER ~~months ended June~~ 30, 2024. The slight increase in revenues was primarily due to results from recently acquired Pintail, partially offset by lower pressure pumping activity levels compared to the prior year. Pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry. These challenges, as well as a declining rig count, have impacted activity, asset utilization, and pricing. International revenues represented 2.2% of total revenues in the first six months of 2025 compared to 2.8% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

Revenues. Revenues of $1.2 billion for the nine months ended September 30, 2025, increased 11.2% compared to the nine months ended September 30, 2024. The increase in revenues was primarily due to revenues of 198.6 million from recently acquired Pintail partially offset by lower pressure pumping activity levels compared to the prior year. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges, as well as a declining rig count, have impacted activity levels, asset utilization, and pricing. International revenues represented 2.0% of total revenues in the first nine months of 2025 compared to 2.9% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

During the first ~~six~~nine months of 2025, the average price of oil was 14.21% lower and the average price of natural gas was 7364.92% higher, both as compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the ~~six~~nine months ended ~~June~~September 30, 2025, was 56.43% lower than in the same period in 2024.

The Technical Services segment revenues for the ~~six~~nine months ended ~~June~~September 30, 2025 increased by 111.58% compared to the same period of the prior year due primarily to results from recently acquired Pintail, partially offset by a decrease in Pressure Pumping revenues. Technical Services reported operating income of $3559.16 million during the ~~six~~nine months ended ~~June~~September 30, 2025 compared to operating income of $6278.25 million in the same period of the prior year. The decrease in Technical Services operating income was primarily due to lower pricing coupled with increased activity in pressure pumping and several other service lines. Support Services segment revenues for the ~~six~~nine months ended ~~June~~September 30, 2025 increased by 2.25% compared to the same period in the prior year, primarily due to higher activity levels within rental tools. Support Services reported operating income of $711.39 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to operating income of $813.03 million for the same period in the prior year. Support Services operating ~~profit~~income for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $~~678~~1.4 ~~thousand~~million compared to the ~~six~~nine months ended ~~June~~September 30, 2024, due to lower pricing coupled with increased activity for rental tools.

Cost of revenues. Cost of revenues increased 414.20% to $~~561~~896.63 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~538~~786.94 million for the ~~six~~nine months ended ~~June~~September 30, 2024 primarily due to costs from recently acquired Pintail. Excluding results from Pintail, cost of revenues decreased in line with revenues primarily due to a decrease in expenses consistent with lower activity levels, such as materials and supplies, fleet and transportation and maintenance and repairs expenses. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $69107.04 million for the ~~six~~nine months ended ~~June30~~June 30, 2025 compared to $5688.87 million for the same period in the prior year.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $83128.30 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $77115.52 million for the ~~six~~nine months ended ~~June~~September 30, 2024, primarily due to ~~acquisition~~an ~~costs~~increase in employment incentives and ~~expenses~~higher ~~from~~other ~~recently~~employment ~~acquired~~related ~~Pintail~~costs, coupled with ~~ERP~~expenses ~~system~~from ~~implementation~~recently ~~costs~~acquired Pintail.

Acquisition related employment costs. Acquisition related employment costs of $613.60 million represent non-cash accounting adjustments related to the Pintail acquisition ~~consideration~~costs that isare contingent upon continued employment. WeThe ~~expect~~remaining toAcquisition ~~recognize~~related ~~these~~employment costs, ~~equally~~totaling ~~over~~$65.1 12million, ~~quarters~~are ~~and~~expected ~~approximate~~to ~~$78.6~~be ~~million~~recognized inequally over the ~~aggregate~~next 10 quarters.

Depreciation and amortization. Depreciation and amortization increased 25.1% to $78.0 million for the six months ended June 30, 2025, compared to $62.3 million for the six months ended June 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.

Gain on disposition of assets, net. Gain on disposition of assets, net was $3.7 million for the six months ended June 30, 2025, compared to $4.6 million for the six months ended June 30, 2024. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

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~~Other~~Depreciation ~~income,~~and ~~net~~amortization. ~~Other~~Depreciation ~~income,~~and ~~net~~amortization ~~was~~increased 25.4% to $2122.01 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $197.54 million for the ~~same~~nine ~~period~~months ended September 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the ~~prior~~past year.

~~Interest~~Gain ~~expense~~on ~~and~~disposition ~~interest~~of ~~income~~assets, net. ~~Interest~~Gain ~~expense~~on ~~increased~~disposition toof assets, net was $17.13 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~333~~6.3 ~~thousand~~million for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition~~. ~~Interest~~The ~~expense~~gain ~~includes interest~~ on ~~the~~disposition ~~Seller~~of ~~Note~~assets, ~~facility~~net ~~fees~~is ongenerally ~~the~~comprised ~~unused portion~~ of ~~the~~gains ~~credit facility~~ and ~~the~~losses ~~amortization~~related ~~of loan costs. Interest income decreased~~ to ~~$5.0~~various ~~million~~property ~~compared~~and toequipment ~~$6.3~~dispositions ~~million~~or insales ~~the prior year primarily due~~ to acustomers ~~lower average cash balance, primarily due to the acquisition~~ of ~~Pintail~~lost onor ~~April~~damaged 1,rental ~~2025~~equipment.

~~Income~~Other ~~tax~~income, ~~provision~~net. ~~Income~~Other ~~tax~~income, ~~provision~~net was $113.70 million ~~during~~for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $152.45 million ~~tax provision~~ for the same period in the prior year. The effective tax rate was 34.5% for the six months ended June 30, 2025 compared to a 20.5% effective tax rate for the same period in the prior year. The increase in effective tax rate is primarily due to Acquisition related employment costs which both contributed to a lower pre-tax income and included a non-deductible component.

~~Net~~Interest ~~income,~~expense ~~net income margin~~ and ~~diluted~~interest ~~earnings per share~~income. ~~Net~~Interest ~~income~~expense ~~was~~increased to $~~22.~~2.1 million ~~during~~for the ~~six~~nine months ended ~~June~~September 30, 2025, orcompared to $~~0.10~~594 ~~diluted~~thousand ~~earnings~~for ~~per~~the ~~share~~nine months ended September 30, ~~compared~~2024 primarily due to ~~net~~interest ~~income~~on ofthe ~~$59.9~~Seller ~~million~~Note ~~during~~issued in conjunction with the ~~six~~Pintail ~~months~~acquisition. ~~ended~~Interest ~~June~~expense ~~30,~~includes ~~2024,~~interest oron ~~$0.28~~the ~~diluted~~Seller ~~earnings~~Note, ~~per~~facility ~~share.~~fees ~~Net~~on ~~income~~the ~~margin~~unused ~~was~~portion ~~2.9%~~of ~~for~~the credit facility and the ~~six~~amortization ~~months~~of ~~ended~~loan ~~June~~costs. ~~30,~~Interest ~~2025,~~income ~~compared~~decreased to 8$6.1%8 ~~for~~million ~~the~~compared ~~same~~to ~~period~~$9.8 million in the prior year primarily due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.

~~Adjusted~~Income ~~EBITDA~~tax ~~and~~provision. ~~Adjusted~~Income ~~EBITDA~~tax ~~margin~~provision was $21.3 ~~Adjusted~~million ~~EBITDA~~during ~~was~~the nine months ended September 30, 2025 compared to $~~114~~20.51 million, ~~and~~for ~~Adjusted~~the ~~EBITDA~~same ~~margin~~period in the prior year. The effective tax rate was 1537.27% for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to ~~$131~~a 20.73% ~~million~~effective ~~and~~tax ~~17.7%~~rate for the same period in the prior year. The effective tax rate was unusually high primarily due to the non-deductible portion of Acquisition related employment costs and provision to tax return adjustments.

~~Cash~~Net ~~provided~~income, bynet ~~operating~~income ~~activities~~margin and ~~Free~~diluted ~~cash~~earnings ~~flow~~per share. ~~Cash~~Net ~~provided~~income ~~by operating activities~~ was $9235.91 million ~~for~~during the ~~six~~nine months ended ~~June~~September 30, 2025, ~~compared~~or to $~~184~~0.516 ~~million~~diluted ~~for~~earnings ~~the~~per ~~six months ended June 30~~share, ~~2024.~~compared ~~The decrease in cash provided by operating activities is due primarily~~ to ~~unfavorable~~net ~~changes~~income inof ~~working capital, primarily due to a~~ $5278.87 million ~~federal refund received~~ during the ~~first~~nine ~~six~~ months ofended September 30, 2024, ~~coupled~~or ~~with~~$0.37 ~~lower~~diluted ~~net~~earnings ~~income~~per share. ~~Free~~Net ~~cash~~income ~~flow~~margin ~~decreased~~was ~~to $17~~2.69% ~~million~~ for the ~~six~~nine months ended ~~June~~September 30, 2025, ~~from~~compared ~~$56.~~to 7.3% ~~million~~ for the ~~six~~same ~~months~~period ~~ended June 30, 2024, primarily due to a decrease~~ in ~~cash~~the ~~provided~~prior ~~by operating activities, partially offset by lower capital expenditures~~year.

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $186.8 million, and Adjusted EBITDA margin was 15.6% for the nine months ended September 30, 2025, compared to $186.9 million and 17.3% for the same period in the prior year.

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $139.5 million for the nine months ended September 30, 2025, compared to $255.2 million for the nine months ended September 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Free cash flow decreased to $21.7 million for the nine months ended September 30, 2025, from $75.8 million for the nine months ended September 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.

Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

Disclosed herein are non-GAAP financial measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP.

A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

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Set forth below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.


(Unaudited)	Three months ended						~~Six~~Nine ~~Months~~months ~~Ended~~ended
	~~June~~September 30,			~~June~~September 30,			~~June~~September 30,		~~June~~September 30,
(In thousands)	2025		0	2024			2025		2024
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Net income	$	1012,~~148~~963		$	3218,~~419~~796		$	2235,~~178~~141	$	5978,~~886~~682
Adjustments:
Add: Income tax provision		79,~~151~~604			74,~~025~~675			1121,~~656~~260		1520,~~405~~080
Add: Interest expense		~~1,007~~949			99261			12,~~138~~087		~~333~~594
Add: Depreciation and amortization		4244,~~347~~098			3235,~~333~~034			77122,~~970~~068		6297,~~337~~371
Less: Interest income		1,~~618~~748			3,~~343~~523			56,~~013~~761		69,~~308~~831
EBITDA	$	5965,~~035~~866		$	6855,~~533~~243		$	~~107~~173,~~929~~795	$	~~131~~186,~~653~~896

Add: Acquisition related employment costs		6,~~554~~467			—			613,~~554~~021		—
Adjusted EBITDA	$	6572,~~589~~333		$	6855,~~533~~243	—	$	~~114~~186,~~483~~816	$	~~131~~186,~~653~~896

Revenues	$	~~420~~447,~~809~~103		$	~~364~~337,~~153~~652		$	~~753~~1,~~686~~200,789	$	~~741~~1,~~986~~079,638

Net income margin		2.4%			8.9%			2.9%		8.1%
Net income margin(1)		2.9%			5.6%			2.9%		7.3%

Adjusted EBITDA margin		15.6%			18.8%			15.2%		17.7%
Adjusted EBITDA margin(1)		16.2%			16.4%			15.6%		17.3%

(1) Net income margin is calculated as net income divided by revenues. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues.

(Unaudited)

Nine months ended September 30,

~~Three months ended June 30,~~

~~Six months ended June 30,~~

(In thousands)

2025

~~2025~~

2024

~~2024~~

~~2025~~

~~2024~~

Reconciliation of Operating Cash Flow to Free Cash Flow

Net cash provided by operating activities

$139,468

~~53,078~~

$255,215

~~127,928~~

~~92,943~~

~~184,487~~

Capital expenditures

(117,780)

~~(43,053)~~

(179,460)

~~(75,021)~~

~~(75,323)~~

~~(127,799)~~

Free cash flow

$21,688

~~10,025~~

$75,755

~~52,907~~

~~17,620~~

~~56,688~~

Liquidity and Capital Resources

Cash Flows

The Company’s cash and cash equivalents decreased $~~163~~162.95 thousand to $~~162~~163.15 million as of ~~June~~September 30, 2025, compared to cash and cash equivalents of $326.0 million as of December 31, 2024.

The following table sets forth the historical cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:


	~~Six~~Nine months ended ~~June 30,~~
	2025		2024
(In thousands)
Net cash provided by operating activities	$	92139,~~943~~468	$	~~184~~255,~~487~~215
Net cash used for investing activities		(~~231~~267,~~483~~505)		(~~118~~165,~~916~~333)
Net cash used for financing activities	$	(2534,~~322~~476)	$	(2736,~~365~~304)

Cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025, decreased by $91115.57 million compared to the ~~six~~nine months ended ~~June~~September 30, 2024, primarily due to unfavorable changes in working capital, ~~primarily~~including ~~due to~~ a $52.8 million tax refund received in the prior year, coupled with a decrease in net income. Change in working capital was a use of cash of $1443.87 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to a ~~$56.5 million~~ source of cash of $77.1 million in the same period last year. The most significant working capital related cash ~~flows~~flow during the ~~six~~nine months ended ~~June~~September 30, 2025, ~~were~~was a cash use of $45.4 million due to a decrease in unearned revenue ~~due~~resulting tofrom the satisfaction of performance obligations ~~that were~~ associated with a customer cash ~~prepayment we received in the fourth quarter of 2024, a $39.7 million cash source from a decrease in accounts receivable and a $21.4 million use of~~

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RPC, INC. AND SUBSIDIARIES

~~cash~~prepayment ~~from~~we areceived ~~decrease~~ in ~~accounts payable, both due to lower business activity levels compared to~~ the ~~prior~~fourth ~~year~~quarter ~~coupled with the timing~~ of ~~receipts~~2024. The changes in the other components of working capital were mainly due to the timing of payments and receipts.

Cash used for investing activities for the ~~six~~nine months ended ~~June~~September 30, 2025, increased by $~~112~~102.62 million compared to the ~~six~~nine months ended ~~June~~September 30, 2024, primarily due to cash used to fund the acquisition of Pintail, partially offset by a decrease in capital expenditures primarily related to the timing of new equipment deliveries ~~and consistent with lower business activity levels~~. Capital expenditures were $75117.38 million for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~127~~179.85 million for the ~~six~~nine months ended ~~June~~September 30, 2024. In the prior year period, the Company was purchasing components of a new Tier 4 dual fuel pressure pumping fleet.

Cash used for financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025, decreased by $2.1.8 million compared to the ~~six~~nine months ended ~~June~~September 30, 2024, primarily due to a decrease in repurchases of the Company’s common shares in the open market, partially offset by the repayment of debt assumed at acquisition.

Financial Condition and Liquidity

The Company’s financial condition remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the next twelve months. The Company’s decisions about the amount of cash to be used for investing and financing activities are influenced by our capital position, and the expected amount of cash to be provided by operations. RPC does not expect to utilize our revolving credit facility to meet these liquidity requirements in the near term.

The majority of our cash and cash equivalents are held at multiple financial institutions, each of which holds funds in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.

The Company currently has a $100.0 million revolving credit facility ~~that~~with ~~matures in June 2027. The facility contains~~ customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is ~~June~~July 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (“Term SOFR”). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of ~~June~~September 30, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $15.8 million; therefore, a total of $84.2 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see the ~~note~~Note titled Notes Payable of the Consolidated Financial Statements.

InThe ~~addition, the~~ Company ~~filed~~has a shelf registration statement on Form S-3 onfiled ~~April~~with ~~23,~~the ~~2025,~~Securities ~~which~~and ~~was~~Exchange ~~declared~~Commission ~~effective~~(“SEC”) that expires on May 5, ~~2025. The~~2028, ~~shelf~~which ~~registration~~permits ~~includes~~it ~~a base prospectus and allows us~~ to offer ~~any combination of securities described in the prospectus, which include~~ common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us the flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

OnIn ~~July 4, 2025,~~ the ~~United~~third ~~States~~quarter ~~Congress~~of ~~passed~~2025, ~~budget~~RPC ~~reconciliation~~implemented ~~bill~~the ~~H.R.~~provisions 1of ~~referred to as~~ the One Big, Beautiful Bill Act (“OBBBA”)., ~~The~~which ~~OBBBA~~resulted ~~contains~~in ~~several~~a ~~changes~~lower tax obligation due to ~~corporate~~the ~~taxation~~100% ~~including~~bonus ~~modifications~~depreciation toon ~~capitalization~~capital expenditures placed in service after January 19th, 2025 and immediate expensing of all domestic research and development ~~expenses~~costs, ~~limitations~~that onwere ~~deductions~~previously ~~for~~amortized ~~interest~~over ~~expense~~five ~~and~~years. ~~accelerated~~Implementation ~~depreciation~~of the OBBBA provisions did not have an impact on ~~fixed~~our ~~asset~~effective ~~additions.~~rate ~~The~~or ~~Company~~the isIncome tax provision in ~~the~~our ~~process~~Consolidated Statements of ~~evaluating~~Operations for the ~~OBBBA~~three and ~~has~~nine ~~not~~months ~~estimated~~ended ~~its~~September ~~financial~~30, ~~impact at this time~~2025.

The Company finalized the working capital adjustment related to the Pintail acquisition with the Seller and recorded a receivable of $12.3 million as of September 30, 2025. This receivable was collected in full subsequent to quarter end.

Cash Requirements

The Company currently expects capital expenditures, inclusive of recently acquired Pintail, to be between $~~165~~170 million and $~~215~~190 million in 2025, mostly related to maintenance. This is inclusive of opportunistic asset purchases and technology spend associated with our ERP implementation. As of ~~June~~September 30, 2025, $75117.38 million has been spent. The Company is allocating capital to ~~maintain its pressure pumping fleet and continues to evaluate future investments and options to further upgrade our equipment across the business.~~

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RPC, INC. AND SUBSIDIARIES

~~The~~maintain ~~Company~~its ~~has~~pressure ~~ongoing~~pumping ~~sales~~fleet and ~~use~~continues ~~tax audits in various jurisdictions subject~~ to ~~varying~~evaluate ~~interpretations~~future ofinvestments ~~statutes.~~and ~~The~~options ~~Company has recorded the exposure from these audits~~ to ~~the~~further ~~extent~~upgrade ~~issues~~our ~~are~~equipment ~~resolved~~across ~~or are probable and reasonably estimable. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated. See note of~~ the ~~Consolidated Financial Statements titled Commitments and Contingencies for additional information~~business.

The Company has aongoing ~~stock~~sales ~~buyback~~and ~~program~~use totax ~~repurchase~~audits upin tovarious ~~49,578,125~~jurisdictions ~~shares~~subject into ~~the~~varying ~~open~~interpretations ~~market. As~~ of ~~June 30, 2025, 12,768,870 shares remained available to be repurchased~~statutes. ~~During~~The ~~the~~Company ~~three~~has ~~months~~recorded ~~ended June 30, 2025, and~~ the ~~three~~exposure ~~months~~from ~~ended~~these ~~June~~audits ~~30,~~to ~~2024, there were no shares repurchased by~~ the ~~Company~~extent inissues ~~the~~are ~~open~~resolved ~~market.~~or ~~The~~are ~~Company~~probable ~~may repurchase outstanding common shares periodically based on market conditions~~ and ~~our~~reasonably ~~capital~~estimable. ~~allocation~~These ~~strategies~~audits ~~considering~~involve ~~restrictions~~issues ~~under~~that ~~our~~could ~~credit~~result ~~facility.~~in ~~The~~unfavorable ~~stock~~outcomes ~~buyback~~that ~~program~~cannot ~~does~~be ~~not~~currently ~~have a predetermined expiration date~~estimated. ~~For~~See ~~additional~~Note ~~information with respect to RPC’s stock buyback program, see note~~ of the Consolidated Financial Statements titled ~~Cash~~Commitments ~~Paid~~and Contingencies for ~~Common~~additional ~~Stock Purchased and Retired~~information.

InThe ~~the~~Company ~~fourth~~has ~~quarter~~a ofstock ~~2024~~buyback program to repurchase up to 49,578,125 shares in the ~~Board~~open market. As of ~~Directors~~September ~~approved~~30, ~~the~~2025, ~~termination~~12,768,870 ofshares ~~the~~remained ~~SERP~~available to be repurchased. ~~Pursuant~~During toboth the ~~Internal~~three ~~Revenue~~and ~~Service~~nine ~~rules~~months ended September 30, ~~participant~~2025, ~~balances~~and ~~are~~the ~~required~~three toand benine ~~distributed~~months ~~between~~ended 12September ~~and~~30, 242024, ~~months~~there ~~after~~were ~~termination~~no shares repurchased by the Company in the open market. The Company ~~currently~~may ~~plans~~repurchase tooutstanding ~~distribute~~common ~~the~~shares ~~balances~~periodically ~~within~~based ~~the~~on ~~next~~market 12conditions ~~months~~and byour ~~liquidating~~capital ~~assets~~allocation ~~currently~~strategies ~~held~~considering inrestrictions ~~the~~under ~~Rabbi~~our ~~Trust~~credit facility. ~~Both~~ ~~the~~The ~~assets~~stock ~~and~~buyback ~~liabilities~~program ~~related~~does not have a predetermined expiration date. For additional information with respect to RPC’s stock buyback program, see Note of the ~~SERP~~Consolidated ~~are~~Financial ~~now~~Statements ~~reflected~~titled asCash ~~part~~Paid offor ~~current~~Common ~~assets~~Stock Purchased and ~~current liabilities~~Retired.

~~During~~In the fourth quarter of 2024, the ~~Company~~Board ~~entered~~of ~~into~~Directors aapproved ~~multi-year~~the ~~systems~~termination ~~transformation~~of ~~program~~the toSERP. ~~upgrade~~Pursuant ~~our~~to ~~ERP~~the ~~and~~Internal ~~supply~~Revenue ~~chain~~Service ~~systems.~~rules, Weparticipant balances are ~~currently~~required into ~~the~~be ~~early~~distributed ~~phases~~between 12 and ~~expensed~~24 ~~the~~months ~~majority~~after oftermination. ~~non-recurring~~The ~~costs~~Company ~~incurred~~currently inplans ~~2024~~to ~~and~~distribute the ~~first~~balances in the fourth quarter of 2025. ~~During~~by ~~the~~liquidating ~~second~~assets ~~quarter~~currently ofheld ~~2025~~in the ~~company~~Rabbi ~~began~~Trust. ~~capitalizing~~We ~~some~~expect ~~costs~~to ~~associated~~receive ~~with~~a ~~ERP~~net ~~implementation.~~cash Wedistribution ~~plan~~of approximately $8 million, subject to ~~continue~~market ~~the~~changes, ~~ERP~~and ~~implementation~~to ~~through~~incur a ~~phased~~one-time ~~approach~~increase ~~with~~in ~~costs~~our ~~being~~effective ~~incurred~~tax ~~over~~rate. Both the ~~next~~assets ~~few~~and ~~years~~liabilities related to the SERP are now reflected as part of current assets and current liabilities.

During 2024, the Company entered into a multi-year systems transformation program to upgrade our ERP and supply chain systems. We are currently in the early phases and expensed the majority of non-recurring costs incurred in 2024 and the first quarter of 2025. During 2025 the Company began capitalizing some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach with costs being incurred over the next few years.

During the second quarter of 2025, the Company began making interest payments on the Seller Note and will continue making such payments in accordance with the terms of the Seller Note. In addition, per the terms of the Seller Note, the first principal payment of $20 million is payable within the next 12 months. The remainder of $30 million in principal is payable over two years after the first repayment, per the terms of the agreement.

On ~~July~~October 2228, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable September 10, 2025, to common stockholders of record at the close of business on ~~August~~November 1110, 2025. The Company expects to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors.

INFLATION

The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials increased while labor shortages caused by the departure of skilled labor from the domestic oilfield industry in prior years. These cost increases have moderated but remain high by historical standards. Though the ultimate impact is uncertain, the Company does currently expect tariffs on goods imported into the USU.S. to result in materially higher costs of equipment.

OUTLOOK

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions. RPC believes that oil prices currently remain at levels sufficient to ~~motivate~~continue ~~our customers to maintain~~ drilling and completion activities, however the recent decline of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. Long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates.

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for ~~lower emission and~~ more efficient equipment. Increased efficiencies in recent years of oilfield completion services ~~and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.~~

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and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off balance sheet arrangements.

RELATED PARTY TRANSACTIONS

Marine Products Corporation (Marine Products)

In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $~~552~~821 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025, and $~~590~~858 thousand for the comparable period in 2024. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.

Other

The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $3246 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025, and $~~881~~1.3 ~~thousand~~million for the ~~six~~nine months ended ~~June~~September 30, 2024.

RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $96138 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $~~100~~153 thousand for the comparable period in 2024.

Pursuant to the registration rights agreement between us and our largest stockholder, LOR, Inc. (“LOR”) and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees, we have ~~we have~~ filed a ~~Form S-3~~ shelf registration statement on ~~April~~Form ~~23,~~S-3 ~~2025,~~with ~~which~~the ~~was~~SEC ~~declared~~that ~~effective~~expires on May 5, ~~2025,~~2028. ~~that~~The Form S-3 shelf registration statement registers for the resale of up to 127,235,202 shares of our common stock, ~~and~~ which represents ~~all~~a majority of the Company securities held by the Selling Stockholders. In addition, they have the right to require, subject to certain conditions and limitations, certain piggy back registration rights with respect to registrations initiated by us.

CRITICAL ACCOUNTING POLICIES

The discussion of Critical Accounting Policies is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024. There have been no significant changes in the critical accounting policies since year-end.

IMPACT OF RECENT ACCOUNTING STANDARDS

See ~~note~~Note to the Consolidated Financial Statements titled Recent Accounting Standards for a description of recent accounting standards, including the expected dates of adoption and estimated effects on results of operations and financial condition.

SEASONALITY

Oil and natural gas prices affect demand throughout the oil and natural gas industry, including the demand for the Company’s products and services. The Company’s business depends in large part on the economic conditions of the oil and gas industry, and specifically on the capital expenditures of its customers related to the exploration and production of oil and natural gas. There is a positive correlation between these expenditures and customers’ demand for the Company’s services. As such, when these expenditures fluctuate, customers’ demand for the Company’s services fluctuates as well. These fluctuations depend on the current and projected prices of oil and natural gas and resulting drilling activity and are not seasonal to any material degree.

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positive correlation between these expenditures and customers’ demand for the Company’s services. As such, when these expenditures fluctuate, customers’ demand for the Company’s services fluctuates as well. These fluctuations depend on the current and projected prices of oil and natural gas and resulting drilling activity and are not seasonal to any material degree.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include, without limitation, statements regarding: our belief that the operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025; our ~~belief~~assessment ~~that~~we ~~Pintail~~may isfurther arevise ~~leading provider of oilfield wireline perforating services in~~ the ~~Permian Basin; our belief that~~ Pintail’s ~~conventional~~acquisition ~~and~~consideration ~~electric~~allocation ~~wireline~~during ~~units are among~~ the ~~newest~~remainder ~~in the industry; our belief that the acquisition~~ of ~~Pintail will build on RPC’s diversified oilfield services platform with geographic concentration in~~ the ~~most~~measurement ~~active oil producing region in the U.S. land market~~period; our ~~assessment~~expectation that ~~the~~adjustments ~~preliminary~~related ~~purchase price allocation in connection with the Pintail acquisition is subject~~ to ~~change~~property, asplant ~~additional~~and ~~information~~equipment isbeing ~~obtained;~~finalized ~~our expectation that,~~ in ~~regards~~connection towith the Pintail ~~acquisition,~~preliminary ~~the Company will finalize the purchase price allocation within the measurement period, which will not exceed one year from the~~ acquisition ~~date;~~consideration ~~our~~may ~~expectation~~be ~~that the Company anticipates finalizing the post-closing adjustment for an agreed-upon level of Pintail’s working capital by the end of fiscal year 2025~~material; our belief that ~~there~~we ~~were~~expect ~~no favorable or unfavorable market terms in the assumed financing and operating leases in connection with the Pintail acquisition; our contention that goodwill is attributable~~ to achieve synergies ~~expected to be achieved~~ from the combined operations of the Company and Pintail and the assembled workforce; our ~~expectation~~contention that the acquisition of Pintail ~~builds~~is building on our diversified oilfield services platform ~~with geographic concentration in the most active oil producing region in the U.S. land market~~; our expectation that the Company will distribute the balances of the SERP ~~with~~in the ~~next~~fourth 12quarter ~~months~~of 2025 by liquidating all the assets currently held in the Rabbi Trust; our belief that the likelihood of a material loss related to the outstanding state tax assessment is remote ~~and cannot be reasonably estimated at this time~~, and the Company currently does not believe the resolution of this claim will have a material impact on its consolidated financial position, results of operations or cash flows; statements that repurchases of the Company’s stock may be made from time to time in the open market by block purchases, in privately negotiated transactions or in such other manner as determined by the Company; ~~our ability to continue to monitor factors that impact current and expected customer activity levels, such as~~ the ~~prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel; the~~ effect of geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities on our financial results; our belief that ~~EBITDA, EBITDA margin and free cash flow are important indicators of performance; our belief that EBITDA and EBITDA margin enable investors to compare~~ the operating performance of our core business consistently over various time periods without regard to changes in our capital structure and that free cash flow is an important financial measure for evaluating our financial condition; our belief that pressure pumping market remains highly competitive; our belief that the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry, and these challenges as well as a declining rig count, have resulted in activity, asset utilization, and pricing trending lower; our belief that international revenues will continue to be less than ten percent of our consolidated revenues in the foreseeable future; our belief that our financial condition remains strong; our belief that the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the next twelve months; our expectation that we will not need our revolving credit facility to meet our liquidity requirements; our belief that ~~the~~our existing depository financial institutions are a safe place to hold our deposits; our expectation that capital expenditures will be between $~~165~~170 million and $~~215~~190 million during 2025 and our expectation that such expenditures will be mostly related to maintenance; our plan to continue to evaluate future investments and options to further upgrade our equipment across the business; our inability to estimate the outcomes of sales and use tax audits in various jurisdictions; our plan to continue the ERP implementation through a phased approach with costs being incurred over the next few years; our expectation to continue to pay cash dividends to common stockholders, subject to industry conditions and our earnings, financial condition, and other relevant factors; our belief that if inflation in the general economy increases, our costs for equipment, materials and labor could increase as well; our belief that increases in activity in the domestic oilfield can cause upward pressures in the labor markets from which it hires employees, especially if employment in the general economy increases; our belief that activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide our services to our customers; our expectation that tariffs on goods imported into the U.S. will increase equipment prices; our belief that current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions; our belief that oil prices currently remain at levels sufficient to ~~motivate~~continue ~~our customers to maintain~~ drilling and completion activities, however, the recent decline of oil prices and potential further volatility could result in our customers opting to delay completion activity; our belief that long-term, projected steady higher demand for oil and natural gas should drive increased activity in most of the basins in which we operate; our belief that increased efficiencies in recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market; our belief that competition will remain intense; our plan to continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for ~~lower emission and~~ more efficient equipment; our expectation that changes in the foreign exchange rate will not have a material effect on our consolidated results of operations or financial conditions; and our belief that the outcome of litigation will not have a material adverse effect on our financial position or results of operations.

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~~material~~performance ~~effect~~or onachievements ~~our~~of ~~consolidated~~RPC to be materially different from any future results, ofperformance ~~operations~~or achievements expressed or ~~financial~~implied ~~conditions~~in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our ~~belief~~concentration ~~that~~of customers in the ~~outcome~~energy industry and periodic downturns; our business depends on capital spending by our customers, many of ~~litigation~~whom ~~will~~rely ~~not~~on ~~have~~outside afinancing ~~material~~to ~~adverse~~fund ~~effect~~their operations; dependence on our ~~financial~~key ~~position~~personnel; our ability to identify or ~~results~~complete acquisitions; our ability to attract and retain skilled workers; some of ~~operations~~our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our ~~belief~~environmental, ~~that~~social and governance practices; our compliance with regulations and environmental laws; possible declines in the ~~material~~price ~~weaknesses~~of oil and natural gas, which tend to result in ~~Pintail’s~~a ~~audit~~decrease in drilling activity and therefore a decline in the demand for our services; the ~~fiscal~~ultimate ~~year~~impact ~~ended~~of ~~December~~current 31and potential political unrest and armed conflict in the oil producing regions of the world, ~~2024~~including the current conflict involving Israel and the Gaza Strip, which could ~~adversely~~impact ~~affect~~drilling ~~our~~activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to ~~report~~implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our ~~results~~business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial ~~condition~~institution, ~~accurately~~the potential for tariffs to increase our costs of materials and inreduce our profitability, and capital expenditures are determined based on current expectations for our business, as a ~~timely~~result, ~~manner~~the ifoccurrence ~~not~~of ~~remediated~~any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; the combined impact of the OPEC disputes and the COVID-19 pandemic on our operating results; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail Seller Note. As of ~~June~~September 30, 2025, there were no outstanding interest-bearing advances on our credit facility, which provides for interest at a floating rate.

Additionally, the Company is exposed to market risk resulting from changes in foreign exchange rates. However, since the majority of the Company’s transactions occur in U.S. currency, this risk is not expected to have a material effect on its consolidated results of operations or financial condition.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures – The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, ~~June~~September 30, 2025 (“the Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, which excluded the impact of the acquisition of Pintail, discussed below, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.

As discussed in the Note titled “Acquisition” of the Notes to Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this Form 10-Q for the quarter ended ~~June~~September 30, 2025, we completed the acquisition of Pintail during the second quarter. As part of our post-closing integration activities, we ~~are~~have been engaged in the process of assessing the internal controls of Pintail and ~~have~~are ~~begun~~continuing to integrate policies, processes, people, technology, and operations for the post-acquisition combined company. As permitted for newly acquired businesses by interpretive guidance issued by the staff of the SEC, management has excluded the internal control over financial reporting of Pintail from the evaluation of the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2025. We have reported the operating results of Pintail in our Consolidated Statements of Operations and Statements of Cash Flows from the acquisition date through September 30, 2025. As of September 30, 2025, total assets related to Pintail represented approximately 17% of our total assets, recorded on a preliminary basis as the measurement period for the business

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We have reported the operating results of Pintail in our Consolidated Statements of Operations and Statements of Cash Flows from the acquisition date through June 30, 2025. As of June 30, 2025, total assets related to Pintail represented approximately 18% of our total assets, recorded on a preliminary basis as the measurement period for the business combination remained open as of ~~June~~September 30, 2025. Revenues from Pintail represented approximately 2422% of our total consolidated revenues for the three months ended ~~June~~September 30, 2025.

Changes in internal control over financial reporting –The Company has successfully completed the mapping of Pintail’s accounts to our existing financial reporting systems. The Company ~~has~~is ~~begun~~continuing anto ~~initial~~ review of key controls and has implemented controls related to all Pintail financial statement line items and consolidation in order to enable the accurate preparation and timely reporting of their results.

Other than the changes to Pintail controls noted above, there were no changes in the Company’s internal control over financial reporting during the ~~second~~third quarter of 2025 which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

RPC is involved in litigation from time to time in the ordinary course of its business. RPC does not believe that the outcome of such litigation will have a material adverse effect on the financial position or results of operations of RPC.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, ~~with~~and the ~~exception~~Quarterly ofreport on Form 10-Q for the ~~following:~~quarterly period ended June 30, 2025.

~~Risks related to our business~~

Material weaknesses in the internal control over financial reporting of Pintail Alternative Energy, L.L.C. (“Pintail”), our significant subsidiary acquired on April 1, 2025, were identified by Pintail’s independent registered public accounting firm as part of their financial statement audit for the year ended December 31, 2024. These material weaknesses, if not remediated, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our disclosure controls, including our internal controls, and to disclose any changes in internal controls identified through such evaluations of those controls.

Material weaknesses in internal control over financial reporting were identified by Pintail’s independent registered public accounting firm as part of their audit of Pintail’s financial statements for fiscal year ended December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s annual or interim financial statements will not be prevented or detected on a timely basis. To respond to these material weaknesses, we have undertaken immediate steps to implement compensating controls to continue to remediate and improve the internal controls over financial reporting relating to Pintail operations, including improvements regarding segregation of duties and documenting the review process around key controls.

Any failure to maintain adequate internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. The Company has controls in place to account for the purchase of Pintail. The material weaknesses are limited to Pintail’s internal controls.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On June 10, 2025, Plaintiffs Bruce Taylor and Matthew Stevens, (“Plaintiffs”), purported stockholders of Marine Products Corporation and RPC, Inc. (the “Companies”), filed a putative class action complaint (“Complaint”) in the Court of Chancery of the State of Delaware (“Court”) against the Companies and the members of our Board of Directors (collectively, the “Defendants”) under the caption Taylor v. Marine Products Corporation, et al., C.A. No. 2025-0654-NAC (the “Action”). Plaintiff alleged that certain provisions of the Companies’ bylaws that provided for the shifting of attorneys’ fees in specific circumstances violated Section 109(b) of the Delaware General Corporation Law. The Defendants believe that the allegations of the Complaint were meritless, deny those allegations, and deny that any violation of applicable law has occurred. However, solely to minimize expenses and distraction and to avoid the uncertainty of any litigation, on July 22, 2025, the Defendants amended the Companies’ bylaws to, among other things, remove the challenged provisions (the “Bylaw Amendments”).

On July 31, 2025, the parties entered into a proposed Stipulation and Order Dismissing the Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees and Expenses (the “Stipulation and Proposed Order”), pursuant to which the Court would retain jurisdiction regarding any application Plaintiff might make for an award of attorneys’ fees, which the Court entered. The Court retained jurisdiction to approve a form of notice concerning attorneys’ fees payable to Plaintiff in connection with the Bylaw Amendments. Following negotiation among the parties, with the intent to avoid further litigation and legal costs, and not as an admission of any of the Plaintiff’s claims, the Companies subsequently agreed to pay $50,000 each ($100,000 in the aggregate) in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiffs and all of their counsel for fees and expenses in the Action.

On October 16, 2025, the Court entered an order closing the Action, subject to the Companies filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness. Plaintiffs’ counsel are Kimberly A. Evans of Block & Leviton LLP, (302) 499-3600. Counsel to the Company and the Board of Directors is Brock E. Czeschin of Richards, Layton & Finger, P.A., (302) 651-7700.

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RPC, INC. AND SUBSIDIARIES

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Adoption of Amended and Restated Bylaws

On July 22, 2025, the Board of Directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws effected the following changes:

● To delete provisions providing for the closing of the Company’s stock transfer books.

● To delete former Article Twenty-Ninth, which contained fee shifting provisions.

● To further enhance and refine procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

● To provide additional flexibility with respect to the signatures required on certificates evidencing Company common stock.

● To provide additional specificity with respect to the setting of record dates.

The Amended and Restated Bylaws also incorporate various other non-material updates and technical, clarifying and conforming changes. The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a redlined copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

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RPC, INC. AND SUBSIDIARIES

ITEM 6. EXHIBITS

Exhibit Number		Description
2.1 3.1(a)		Membership Interest Purchase Agreement dated April 1, 2025 (portions of this Exhibit have been omitted) (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed on April 7, 2025). Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
3.1(b)		Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2006).
3.1(c)		Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2011).
3.2		Amended and Restated Bylaws of RPC, Inc. effective July 22, 2025.
4		Form of Stock Certificate (incorporated herein by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
31.1		Section 302 certification for Chief Executive Officer.
31.2		Section 302 certification for Chief Financial Officer.
32.1		Section 906 certifications for Chief Executive Officer and Chief Financial Officer.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

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RPC, INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RPC, INC.

		/s/ Ben M. Palmer
Date: July 24, 2025		Ben M. Palmer
Date: October 30, 2025		Ben M. Palmer
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ Michael L. Schmit
Date: July 24, 2025		Michael L. Schmit
Date: October 30, 2025		Michael L. Schmit
		Vice President, Chief Financial Officer and Corporate Secretary
		(Principal Financial and Accounting Officer)

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