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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended 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 Number: 001-38347

__________________________________________________________________

Nine Energy Service, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________________


Delaware			80-0759121
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2001 Kirby Drive, Suite 200

Houston, TX 77019

(Address of principal executive offices) (Zip Code)

(281) 730-5100

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NINE	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 x No ☐

Indicate by check mark whether the registrant has submitted electronically 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 x 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 the 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 x

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding at October 28, 2025 was 43,361,339.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Cash Flows

Notes to the Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including those regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved.

We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Item 1A of Part II in this Quarterly Report on Form 10-Q. These factors, some of which are beyond our control, include the following:

•Our business is cyclical and depends on capital spending and well completions by the onshore oil and natural gas industry, and the level of such activity is volatile and strongly influenced by current and expected oil and natural gas prices. If the prices of oil and natural gas decline, our business, financial condition, results of operations, cash flows, and prospects may be materially and adversely affected. Significant factors that are likely to affect near-term commodity prices include geopolitical and economic developments in the U.S. and globally, including conflicts, tariffs imposed by the U.S. and other countries or retaliatory trade measures, instability, acts of war, and terrorism in oil producing countries or regions, particularly the Middle East, Russia, South America, and Africa; actions by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and other oil exporting nations that relate to or impact oil production and supply; weather conditions; the effect of U.S. energy, monetary, and trade policies; and the pace of economic growth in the U.S. and throughout the world.

•Inflation may adversely affect our financial position and operating results; in particular, cost inflation with labor or materials could offset any price increases for our products and services.

•If we are unable to attract and retain key employees, technical personnel, and other skilled and qualified workers, our business, financial condition, or results of operations could suffer.

•We may be unable to maintain existing prices or implement price increases on our products and services, and intense competition in the markets for our dissolvable plug products may lead to pricing pressures, reduced sales, or reduced market share.

•Our substantial debt obligations could have significant adverse consequences on our business and future prospects, and restrictions in our debt agreements could limit our growth and our ability to engage in certain activities.

•Our current and potential competitors may have longer operating histories, significantly greater financial or technical resources, and greater name recognition than we do.

•Tariffs and other trade measures could adversely affect our business, results of operations, financial position, and cash flows, including by increasing the cost of certain raw materials, parts, and components that are manufactured and supplied for our operations, disrupting our supply chain and logistics, restricting or limiting the availability of materials or supplies, and causing adverse financial impacts due to volatility in foreign exchange rates and interest rates or inflationary pressures on raw materials and energy.

•Our operations are subject to conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control.

•If we are unable to accurately predict customer demand, including that of our international customers, or if customers cancel their orders on short notice, we may hold excess or obsolete inventory, which would reduce gross margins. Conversely, insufficient inventory would result in lost revenue opportunities and potentially loss of market share and damaged customer relationships.

•We are dependent on customers in a single industry. The loss of one or more significant customers, including certain of our customers outside of the U.S., could adversely affect our financial condition, prospects, and results of operations. Sales to customers outside of the U.S. also exposes us to risks inherent in doing business internationally, including political, social, and economic instability and disruptions, export controls, economic sanctions, embargoes or trade restrictions, and fluctuations in foreign currency exchange rates.

•We may be subject to claims for personal injury and property damage or other litigation, which could materially adversely affect our financial condition, prospects, and results of operations.

•We are subject to federal, state, and local laws and regulations regarding issues of health, safety, and protection of the environment. Under these laws and regulations, we may become liable for penalties, damages, or costs of remediation or other corrective measures. Any changes in laws or government regulations could increase our costs of doing business.

•Our success may be affected by the use and protection of our proprietary technology as well as our ability to enter into license agreements. There are limitations to our intellectual property rights and, thus, our right to exclude others from the use of our proprietary technology.

•Our success may be affected by our ability to implement new technologies and services.

•We may be adversely affected by disputes regarding intellectual property rights.

•If our systems for protecting against cybersecurity risks prove not to be sufficient, we could be adversely affected by, among other things, loss or damage of intellectual property, proprietary information, customer or business data; interruption of business operations; or additional costs to prevent, respond to, or mitigate cybersecurity attacks.

•Our future financial condition and results of operations could be adversely impacted by asset impairment charges.

•Increased scrutiny of sustainability matters could have an adverse effect on our business and damage our reputation.

•Increased attention to climate change and conservation measures may reduce oil and natural gas demand, and we face various risks associated with increased activism and related litigation against oil and natural gas exploration and development activities.

•Seasonal and adverse weather conditions adversely affect demand for our products and services.

•We are currently out of compliance with certain of the New York Stock Exchange’s (the “NYSE”) continued listing standards and are at risk of the NYSE delisting our common stock, which would have an adverse impact on the liquidity and market price of our common stock.

Additional risks or uncertainties that are not currently known to us, that we currently deem to be immaterial, or that could apply to any company could also materially adversely affect our business, financial condition, or future results.

These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	14,389	$	27,880
Restricted cash	2,086		—
Accounts receivable, net	81,446		81,157
Income taxes receivable	—		284
Inventories, net	56,806		50,781
Prepaid expenses	6,219		9,982
Other current assets	1,951		380
Total current assets	162,897		170,464
Property and equipment, net	66,424		70,518
Operating lease right of use assets, net	35,852		37,252
Finance lease right of use assets, net	19		29
Intangible assets, net	70,859		79,246
Other long-term assets	4,650		2,567
Total assets	$	340,701	$	360,076
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	37,072	$	36,052
Accrued expenses	23,329		30,676
Income taxes payable	169		—
Current portion of long-term debt	—		3,580
Current portion of operating lease obligations	13,214		11,216
Current portion of finance lease obligations	13		21
Total current liabilities	73,797		81,545
Long-term liabilities
Long-term debt	339,390		317,264
Long-term operating lease obligations	23,290		26,710
Other long-term liabilities	90		621
Total liabilities	436,567		426,140
Commitments and contingencies (Note 10)
Stockholders’ equity (deficit)
Common stock (120,000,000 shares authorized at $0.01 par value; 43,361,339 and 42,348,643 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)	434		423
Additional paid-in capital	807,976		806,231
Accumulated other comprehensive loss	(4,865)		(5,406)
Accumulated deficit	(899,411)		(867,312)
Total stockholders’ equity (deficit)	(95,866)		(66,064)
Total liabilities and stockholders’ equity (deficit)	$	340,701	$	360,076

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

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Service	$	100,846	$	106,744	$	327,684	$	313,608
Product	31,182		31,413		102,061		99,070
	132,028		138,157		429,745		412,678
Cost and expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)
Service	87,879		89,142		276,787		266,415
Product	23,849		24,309		78,850		75,090
General and administrative expenses	12,756		12,366		39,893		37,113
Depreciation	5,759		6,226		17,392		19,562
Amortization of intangibles	2,795		2,796		8,387		8,388
Loss on revaluation of contingent liability	96		383		169		191
Loss on sale of property and equipment	61		484		427		485
Income (loss) from operations	(1,167)		2,451		7,840		5,434
Interest expense	13,714		12,879		41,319		38,453
Interest income	(114)		(196)		(572)		(660)
Other income	(173)		(162)		(522)		(486)
Loss before income taxes	(14,594)		(10,070)		(32,385)		(31,873)
Provision (benefit) for income taxes	53		73		(286)		366
Net loss	$	(14,647)	$	(10,143)	$	(32,099)	$	(32,239)
Loss per share
Basic	$	(0.35)	$	(0.26)	$	(0.79)	$	(0.89)
Diluted	$	(0.35)	$	(0.26)	$	(0.79)	$	(0.89)
Weighted average shares outstanding
Basic	41,297,925		39,209,798		40,787,178		36,188,175
Diluted	41,297,925		39,209,798		40,787,178		36,188,175
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of $0 tax in each period	$	51	$	(9)	$	541	$	(166)
Total other comprehensive income (loss), net of tax	51		(9)		541		(166)
Total comprehensive loss	$	(14,596)	$	(10,152)	$	(31,558)	$	(32,405)

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

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance, June 30, 2025	43,370,187	$	434	$	807,509	$	(4,916)	$	(884,764)	$	(81,737)
Issuance of common stock under stock compensation plan, net of forfeitures	(8,848)	—		—		—		—		—
Stock-based compensation expense	—	—		467		—		—		467
Other comprehensive income	—	—		—		51		—		51
Net loss	—	—		—		—		(14,647)		(14,647)
Balance, September 30, 2025	43,361,339	$	434	$	807,976	$	(4,865)	$	(899,411)	$	(95,866)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance, June 30, 2024	41,167,385	$	412	$	803,215	$	(5,016)	$	(848,326)	$	(49,715)
Issuance of common stock under stock compensation plan, net of forfeitures	15,330	—		—		—		—		—
Stock-based compensation expense	—	—		837		—		—		837
Issuance of common stock under ATM program	1,181,090	12		1,457		—		—		1,469
Other comprehensive loss	—	—		—		(9)		—		(9)
Net loss	—	—		—		—		(10,143)		(10,143)
Balance, September 30, 2024	42,363,805	$	424	$	805,509	$	(5,025)	$	(858,469)	$	(57,561)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance, December 31, 2024	42,348,643	$	423	$	806,231	$	(5,406)	$	(867,312)	$	(66,064)
Issuance of common stock under stock compensation plan, net of forfeitures	1,012,696	11		(11)		—		—		—
Stock-based compensation expense	—	—		1,756		—		—		1,756
Other comprehensive income	—	—		—		541		—		541
Net loss	—	—		—		—		(32,099)		(32,099)
Balance, September 30, 2025	43,361,339	$	434	$	807,976	$	(4,865)	$	(899,411)	$	(95,866)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance, December 31, 2023	35,324,861	$	353	$	795,106	$	(4,859)	$	(826,230)	$	(35,630)
Issuance of common stock under stock compensation plan, net of forfeitures	1,658,780	17		(17)		—		—		—
Stock-based compensation expense	—	—		2,225		—		—		2,225
Issuance of common stock under ATM program	5,380,164	54		8,195		—		—		8,249
Other comprehensive loss	—	—		—		(166)		—		(166)
Net loss	—	—		—		—		(32,239)		(32,239)
Balance, September 30, 2024	42,363,805	$	424	$	805,509	$	(5,025)	$	(858,469)	$	(57,561)

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

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(32,099)	$	(32,239)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	17,392		19,562
Amortization of intangibles	8,387		8,388
Amortization of operating leases	11,105		9,948
Amortization of deferred financing costs and non-cash interest	10,221		5,592
Provision for doubtful accounts	51		457
Provision for inventory obsolescence	1,370		987
Stock-based compensation expense	1,756		2,225
Loss on sale of property and equipment	427		485
Loss on revaluation of contingent liability	169		191
Changes in operating assets and liabilities
Accounts receivable, net	(292)		8,251
Inventories, net	(7,161)		(2,396)
Prepaid expenses and other current assets	2,205		3,585
Accounts payable and accrued expenses	(6,891)		(15,961)
Income taxes receivable/payable	449		(124)
Operating lease obligations	(11,026)		(9,813)
Other assets and liabilities	(1,196)		(931)
Net cash used in operating activities	(5,133)		(1,793)
Cash flows from investing activities
Proceeds from sales of property and equipment	162		352
Purchases of property and equipment	(13,324)		(11,528)
Net cash used in investing activities	(13,162)		(11,176)
Cash flows from financing activities
Proceeds from issuance of common stock under ATM program	—		8,249
Proceeds from revolving credit facilities	65,946		3,000
Payments on revolving credit facilities	(51,000)		(10,000)
Payments of short-term debt	(3,580)		(2,859)
Cost of debt issuance	(4,558)		—
Principal payments on finance leases	(26)		(40)
Payments of contingent liability	(223)		(466)
Net cash provided by (used in) financing activities	6,559		(2,116)
Impact of foreign currency exchange on cash	331		(103)
Net decrease in cash and cash equivalents	(11,405)		(15,188)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period	$	27,880	$	30,840
Cash, cash equivalents, and restricted cash at end of period	$	16,475	$	15,652

Supplemental disclosures of cash flow information:
Cash paid for interest	$	41,609	$	42,681


	Nine Months Ended September 30,
	2025		2024
Cash paid (refunded) for income taxes	$	(777)	$	487
Right of use assets obtained in exchange for operating lease obligations	$	8,030	$	3,199
Supplemental schedule of non-cash investing and financing activities:
Right of use assets obtained in exchange for finance lease obligations	$	26	$	26
Capital expenditures in accounts payable and accrued expenses	$	1,402	$	1,229

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

NINE ENERGY SERVICE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Company and Organization

Background

Nine Energy Service, Inc. (the “Company” or “Nine”), a Delaware corporation, is an oilfield services business that provides services integral to the completion of unconventional wells through a full range of tools and methodologies. The Company is headquartered in Houston, Texas.

Risks and Uncertainties

As Nine is a spot-market business, the Company’s business and its pricing depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies. These activity and spending levels are strongly influenced by current and expected oil and natural gas prices, which have been extremely volatile historically and in recent years. In addition, the Company’s earnings are affected by its ability to maintain current pricing levels, the impact of wage and labor inflation, labor shortages, and supply chain constraints. Due to the spot-market nature of its business, the Company’s revenue and earnings generally move very similarly to rig, frac, and stage counts in U.S. rig count.

Historically, the Company has met its liquidity needs principally from cash on hand, cash flow from operations and, if needed, external borrowings and issuances of debt securities. At September 30, 2025, the Company had $14.4 million of cash and cash equivalents and $25.9 million of availability under the 2025 ABL Credit Facility (as defined in Note 8 – Debt Obligations), which resulted in a total liquidity position of $40.3 million. As in the past, the Company expects its liquidity position to be materially impacted by the semi-annual interest payments ($19.5 million each, based on amounts outstanding as of September 30, 2025) to the holders of the 2028 Notes (as defined in Note 8 – Debt Obligations).

At September 30, 2025, the Company had $63.3 million of outstanding borrowings under the 2025 ABL Credit Facility. The Company also had $300.0 million aggregate principal amount of 2028 Notes outstanding as of September 30, 2025. In order to satisfy these debt obligations and meet its long-term liquidity requirements generally, the Company may seek to refinance or restructure its indebtedness, seek additional sources of capital, sell assets, or undertake a combination thereof. Any such transactions may involve the issuance of additional equity or convertible debt securities that could result in material dilution to the Company’s stockholders, and these securities could have rights superior to holders of the Company’s common stock and could contain covenants that will restrict the Company’s operations. The Company’s ability to successfully execute any such plans is dependent on its operating performance, which, as noted above, depends, to a significant extent, on the level of activity and capital spending of oil and natural gas companies. There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company may not have sufficient liquidity and capital resources to repay its indebtedness when it matures or otherwise meet its long-term cash requirements.

2. Basis of Presentation

Condensed Consolidated Financial Information

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, in a manner consistent with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, unless otherwise disclosed herein, and should be read in conjunction therewith. The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Nine and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in the consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Such estimates include fair value assumptions used in analyzing long-lived assets for possible impairment, useful lives used in depreciation and amortization expense, recognition of provisions for contingencies, and stock-based compensation fair value. It is at least reasonably possible that the estimates used will change within the next year.

Restricted Cash

Amounts included in restricted cash represent those required to be set aside, under a contractual agreement with a bank, as collateral for certain letters of credit and other general purposes.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.


	September 30, 2025
	(in thousands)
Cash and cash equivalents	$	14,389
Restricted cash	2,086
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	16,475

3. New Accounting Standards

In November 2024, the (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an update which requires additional disclosure of certain expense captions presented on the face of the Company’s income statement as well as disclosures about selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, and should be applied on a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect this guidance to have a significant impact on the disclosures within its condensed consolidated financial statements.

4. Revenues

Disaggregation of Revenues

Disaggregated revenues for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Cement	$	49,294	$	51,185	$	158,643	$	145,262
Coiled tubing	23,390		27,654		78,318		84,603
Wireline	28,162		27,905		90,723		83,743
Service revenues	$	100,846	$	106,744	$	327,684	$	313,608

Tools	$	31,182	$	31,413	$	102,061	$	99,070
Product revenues	$	31,182	$	31,413	$	102,061	$	99,070

Total revenues	$	132,028	$	138,157	$	429,745	$	412,678

The Company recognizes revenues from the sales of products at a point in time and revenues from the sales of services over time.

5. Inventories

Inventories, consisting primarily of finished goods and raw materials, are stated at the lower of cost or net realizable value. Cost is determined on an average cost basis. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The reserve for obsolescence was $4.0 million and $5.5 million at September 30, 2025 and December 31, 2024, respectively.

Inventories, net as of September 30, 2025 and December 31, 2024 were comprised of the following:


	September 30, 2025		December 31, 2024
	(in thousands)
Raw materials	$	33,070	$	28,900
Work in progress	204		148
Finished goods	27,505		27,194
Inventories	60,779		56,242
Reserve for obsolescence	(3,973)		(5,461)
Inventories, net	$	56,806	$	50,781

6. Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets as of September 30, 2025 and December 31, 2024 was as follows:


	September 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(in thousands, except weighted average amortization period information)
Customer relationships	$	63,270	$	(57,483)	$	5,787	2.1
Technology	125,110		(60,038)		65,072		8.0
Total	$	188,380	$	(117,521)	$	70,859


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period
	(in thousands, except weighted average amortization period information)
Customer relationships	$	63,270	$	(55,400)	$	7,870	2.8
Technology	125,110		(53,734)		71,376		8.8
Total	$	188,380	$	(109,134)	$	79,246

Amortization of intangibles expense was $2.8 million and $8.4 million for the three and nine months ended September 30, 2025, respectively. Amortization of intangibles expense was $2.8 million and $8.4 million for the three and nine months ended September 30, 2024, respectively.

Future estimated amortization of intangibles (in thousands) is as follows:


Year Ending December 31,
Remainder of 2025	$	2,796
2026	11,082
2027	10,315
2028	8,000
2029	8,000
2030	8,000
Thereafter	22,666
Total	$	70,859

7. Accrued Expenses

Accrued expenses as of September 30, 2025 and December 31, 2024 consisted of the following:


	September 30, 2025		December 31, 2024
	(in thousands)
Accrued interest	$	7,014	$	16,960
Accrued compensation and benefits	7,424		6,287
Accrued bonus	557		1,016
Accrued legal fees and settlements	319		256
Other accrued expenses	8,015		6,157
Accrued expenses	$	23,329	$	30,676

8. Debt Obligations

The Company’s debt obligations as of September 30, 2025 and December 31, 2024 were as follows:


	September 30, 2025		December 31, 2024
	(in thousands)
2028 Notes	$	300,000	$	300,000
2025 ABL Credit Facility	63,258		—
2018 ABL Credit Facility	—		47,000
Short-term debt (1)	—		3,580
Total debt before deferred financing costs	$	363,258	$	350,580
Deferred financing costs	(23,868)		(29,736)
Total debt	$	339,390	$	320,844
Less: Current portion of long-term debt	—		(3,580)
Long-term debt	$	339,390	$	317,264

(1)The weighted average interest rate of short-term debt outstanding was 7.9% at December 31, 2024.

Units Offering and 2028 Notes

Units

On January 30, 2023, the Company completed its public offering of 300,000 units with an aggregate stated amount of $300.0 million (the “Units”). Each Unit consisted of $1,000 principal amount of the Company’s 13.000% Senior Secured Notes due 2028 (collectively, the “2028 Notes”) and five shares of common stock of the Company. The Company received proceeds of $279.8 million from the Units offering, after deducting underwriting discounts and commission, which was used to fund a portion of the redemption price of previously issued debt. These proceeds were allocated to the 2028 Notes and the common stock based on their relative fair value at the time of issuance. Each Unit separated into its constituent securities (the 2028 Notes and shares of common stock) automatically on October 27, 2023.

In the first quarter of 2023, the Company recorded approximately $41.7 million of deferred financing costs in connection with the Units offering. These costs are direct deductions from the carrying amount of the 2028 Notes and are being amortized through interest expense through the maturity date of the 2028 Notes using the effective interest method. The unamortized portion of these deferred financing costs was $23.9 million at September 30, 2025.

2028 Notes

On January 30, 2023, the Company and certain of its subsidiaries entered into an indenture, dated as of January 30, 2023 (the “2028 Notes Indenture”), with U.S. Bank Trust Company, National Association, as the trustee and as notes collateral agent, pursuant to which the 2028 Notes were issued. The 2028 Notes will mature on February 1, 2028 and bear interest at an annual rate of 13.000% payable in cash semi-annually in arrears on each of February 1 and August 1, commencing August 1, 2023. The 2028 Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by each of the Company’s current domestic subsidiaries and will be so guaranteed by certain future subsidiaries, in each case, subject to agreed guaranty and security principles and certain exclusions.

Prior to February 1, 2026, the Company may, on any one or more occasions, redeem all or a part of the 2028 Notes at a redemption price equal to 100.0% of the principal amount of the 2028 Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, prior to February 1, 2026, the Company may, from time to time, redeem up to 35.0% of the aggregate principal amount of the 2028 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 113.0% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, provided that at least 65.0% of the aggregate principal amount of the 2028 Notes originally issued under the 2028 Notes Indenture on January 30, 2023 remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. Also, prior to February 1, 2026, the Company may redeem during each 12-month period beginning on January 30, 2023, up to 10% of the aggregate principal amount of the 2028 Notes outstanding at a redemption price equal to 103.0% of the aggregate principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

On and after February 1, 2026, the Company may redeem the 2028 Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the 2028 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding the date of redemption, if redeemed during the periods indicated:


	Redemption Price
February 1, 2026 to January 31, 2027	106.500	%
February 1, 2027 to October 31, 2027	103.250	%
November 1, 2027 and thereafter	100.000	%

On each May 15 and November 14, commencing November 14, 2023 (each, an “Excess Cash Flow Offer Date”), the Company is required to make an offer (an “Excess Cash Flow Offer”) to all holders of the 2028 Notes and, if required by the terms of any Pari Passu Notes Lien Indebtedness (as defined in the 2028 Notes Indenture), to any holders of any Pari Passu Notes Lien Indebtedness to purchase, prepay or redeem, together on a pro-rata basis, the maximum principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (plus all accrued interest (including additional interest, if any) on the 2028 Notes and any such Pari Passu Notes Lien Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed using an amount of cash equal to the Excess Cash Flow Amount (as defined in the 2028 Notes Indenture and which is 75.0% of Excess Cash Flow (as defined in the 2028 Notes Indenture), as determined immediately prior to the Excess Cash Flow Offer Date), if any, subject to certain exceptions set forth in the 2028 Notes Indenture. The offer price in any such offer will be equal to 100% of the principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (or, in respect of any such Pari Passu Notes Lien Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Notes Lien Indebtedness), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of holders of the 2028 Notes or any such Pari Passu Notes Lien Indebtedness on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase, prepayment or redemption, and will be payable in cash.

If the Company experiences certain changes of control, each holder of 2028 Notes may require the Company to repurchase all or a portion of its 2028 Notes for cash at a price equal to 101.0% of the principal amount of such 2028 Notes, plus any accrued but unpaid interest, if any, to, but excluding, the date of repurchase.

The 2028 Notes Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions of capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities, (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends; or (x) consolidate, merge, or sell all or substantially all of its assets. The Company was in compliance with all covenants contained in the 2028 Notes Indenture at September 30, 2025.

Upon an event of default, the trustee of the 2028 Notes or the holders of at least 25% in aggregate principal amount of then outstanding 2028 Notes may declare the 2028 Notes immediately due and payable, except that a default resulting from certain events of bankruptcy or insolvency with respect to the Company, any significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary, will automatically cause all outstanding 2028 Notes to become due and payable.

2018 ABL Credit Facility

On October 25, 2018, the Company entered into a credit agreement (the “2018 ABL Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and as an issuing lender, and certain other financial institutions party thereto as lenders and issuing lenders. The 2018 ABL Credit Agreement permitted aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit (the “2018 ABL Credit Facility”). Pursuant to the 2018 ABL Credit Agreement, loans to the Company and its domestic related subsidiaries (the “U.S. Credit Parties”) under the 2018 ABL Credit Facility were base rate loans or London Interbank Offered Rate (“LIBOR”) loans; and loans to Nine Energy Canada Inc., a corporation organized under the laws of Alberta, Canada, and its restricted subsidiaries (the “Canadian Credit Parties”) under the Canadian tranche were Canadian Dollar Offered Rate (“CDOR”) loans or Canadian prime rate loans.

On January 17, 2023, the Company entered into the First Amendment to Credit Agreement (the “First ABL Facility Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, which became effective on January 30, 2023. Pursuant to the First ABL Facility Amendment, the maturity date of the 2018 ABL Credit

Facility was extended from October 25, 2023 to January 29, 2027. In addition, the First ABL Facility Amendment, among other changes, revised the terms of the 2018 ABL Credit Facility as follows: (a) decreased the size of the 2018 ABL Credit Facility from $200.0 million to $150.0 million, subject to the borrowing base (the “Loan Limit”), (b) changed the interest rate benchmark from LIBOR to Term Secured Overnight Financing Rate with a 10 basis point spread adjustment and increased pricing from the existing range of 1.75% to 2.25% to a range of 2.00% to 2.50%, in each case depending on the Company’s leverage ratio, (c) modified the financial covenant, enhanced reporting and cash dominion triggers in the 2018 ABL Credit Facility from the existing minimum availability threshold of the greater of $18.75 million and 12.5% of the Loan Limit to a minimum availability threshold of (i) $12.5 million from January 30, 2023 until May 31, 2023 and (ii) the greater of $17.5 million and 12.5% of the Loan Limit thereafter, (d) decreased the Canadian tranche sub-limit from $25.0 million to $5.0 million, (e) decreased the letter of credit sub-limit from $50.0 million to $10.0 million and (f) made satisfaction of the Payment Conditions (as defined in the First ABL Facility Amendment) a condition to an Excess Cash Flow Offer in addition to a condition to voluntary payments of the 2028 Notes. The Payment Conditions in summary are (A) no default or event of default on a pro forma basis and (B) immediately after and at all times during the 30 days prior, on a pro forma basis, (1) (x) availability under the 2018 ABL Credit Facility shall not be less than the greater of 15% of the Loan Limit and $22.5 million and (y) the fixed charge coverage ratio shall be at least 1.00 to 1.00 or (2) availability under the 2018 ABL Credit Facility shall not be less than the greater of 20% of the Loan Limit and $30.0 million.

On June 7, 2024, the Company entered into the Second Amendment to Credit Agreement (together with the First ABL Facility Amendment, the “2018 ABL Facility Amendments”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, to change the interest rate benchmark for borrowings denominated in Canadian dollars from CDOR to a rate based on the Canadian Overnight Repo Rate Average (CORRA), effective as of June 14, 2024.

The 2018 Credit Agreement, as amended by the 2018 ABL Facility Amendments (the “Amended 2018 ABL Credit Agreement”), contained customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions), and transactions with affiliates. In addition, the Amended 2018 ABL Credit Agreement contained a financial covenant requiring a minimum fixed charge ratio of 1.00 to 1.00 that was tested quarterly when (a) the availability under the 2018 ABL Credit Facility dropped below (i) at any time on or before May 31, 2023, $12.5 million and (ii) at any time thereafter, the greater of $17.5 million and 12.5% of the Loan Limit or (b) a default has occurred. This financial covenant applied until the availability exceeds the applicable threshold for 30 consecutive days and no default is ongoing.

Pursuant to the Amended 2018 ABL Credit Agreement, all of the Company’s obligations under the 2018 ABL Credit Facility were secured by security interests (subject to permitted liens) in substantially all of the personal property of U.S. Credit Parties, excluding certain assets. The obligations under the Canadian tranche were further secured by security interests (subject to permitted liens) in substantially all of the personal property of Canadian Credit Parties, excluding certain assets.

As further described below, on May 1, 2025, the Company fully repaid all borrowings outstanding under the 2018 ABL Credit Facility and terminated the Amended 2018 ABL Credit Agreement.

2025 ABL Credit Facility

On May 1, 2025, the Company entered into a Loan and Security Agreement (the “2025 ABL Credit Agreement”) with White Oak Commercial Finance, LLC, as agent, and the lenders from time to time party thereto. The 2025 ABL Credit Agreement provides for an asset-based revolving credit facility (the “2025 ABL Credit Facility”) with lender commitments of $125.0 million (the “Maximum Revolving Facility Amount”) and a sub-limit of $5.0 million for letters of credit, which will mature on the earlier of (i) May 1, 2028 and (ii) the date that is 91 days prior to the maturity date of the 2028 Notes. The outstanding balance of the borrowings under the 2025 ABL Credit Facility may not exceed in the aggregate at any time the lesser of (a) the Maximum Revolving Facility Amount reduced by certain customary reserves and (b) the borrowing base, which is calculated on the basis of eligible accounts and inventory. The Maximum Revolving Facility Amount could increase from time to time pursuant to an uncommitted accordion by an aggregate amount for all such increases not to exceed $50.0 million. Borrowings under the 2025 ABL Credit Facility bear interest at a per annum rate equal to the term-specific Secured Overnight Financing Rate (SOFR) for an interest period of one month, subject to a 1.50% floor, plus an applicable margin of 4.00% to 4.50%, depending on the Company’s fixed charge coverage ratio.

On May 1, 2025, the Company borrowed approximately $48.9 million under the 2025 ABL Credit Facility and used such proceeds to repay all borrowings outstanding under the 2018 ABL Credit Facility and pay fees and expenses associated with the entry into the 2025 ABL Credit Agreement. The 2025 ABL Credit Facility refinanced and replaced the 2018 ABL Credit Facility.

The 2025 ABL Credit Agreement contains customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments (including acquisitions). In addition, the 2025 ABL Credit Agreement contains a financial covenant requiring a minimum fixed charge ratio of 1.10 to 1.00 that is tested quarterly when the availability under the 2025 ABL Credit Facility is less than $10.0 million. This financial covenant applies until the availability exceeds such threshold for 30 consecutive days. The Company was in compliance with all covenants contained in the 2025 ABL Credit Agreement at September 30, 2025.

The Company’s obligations under the 2025 ABL Credit Facility are secured by a first priority security interest in substantially all tangible and intangible assets of the Company and all of its current domestic and Canadian subsidiaries.

At September 30, 2025, the Company had $63.3 million outstanding borrowings under the 2025 ABL Credit Facility, and its availability under the 2025 ABL Credit Facility was approximately $25.9 million.

Short-Term Debt

From time to time, the Company renews certain insurance policies and finances the premium for its excess policy. There was no outstanding balance on these premiums at September 30, 2025, and the outstanding balance on these premiums was $3.6 million at December 31, 2024.

Fair Value of Debt Instruments

The estimated fair value of the Company’s debt obligations at September 30, 2025 and December 31, 2024 was as follows:


	September 30, 2025		December 31, 2024
	(in thousands)
2028 Notes	$	149,280	$	197,283
2025 ABL Credit Facility	$	63,258	$	—
2018 ABL Credit Facility	$	—	$	47,000
Short-term debt	$	—	$	3,580

The fair value of the 2028 Notes, 2025 ABL Credit Facility, 2018 ABL Credit Facility, and short-term debt is classified as Level 2 in the fair value hierarchy. The fair value of the 2028 Notes is established based on observable inputs in less active markets. The fair value of the 2025 ABL Credit Facility, 2018 ABL Credit Facility, and short-term debt approximates their carrying value.

9. Related Party Transactions

The Company leases office space, yard facilities, and equipment and purchases building maintenance and repair services from entities owned by David Crombie, an executive officer of the Company. Total lease expense and building maintenance and repair expense associated with these entities was $0.2 million and $0.7 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.8 million for the three and nine months ended September 30, 2024, respectively. The Company also purchased $0.9 million and $3.2 million of products and services during the three and nine months ended September 30, 2025, respectively, and $1.1 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, from an entity in which Mr. Crombie is a limited partner. There were outstanding payables due to entities associated with Mr. Crombie of $0.8 million and $0.3 million at September 30, 2025 and December 31, 2024, respectively.

Ann G. Fox, President and Chief Executive Officer and a director of the Company, is a director of Devon Energy Corporation (“Devon”). The Company generated revenue from Devon of $1.0 million and $2.1 million for the three and nine months ended September 30, 2025, respectively, and $1.2 million and $4.2 million for the three and nine months ended September 30, 2024, respectively. There were outstanding receivables due from Devon of $0.6 million and $0.3 million at September 30, 2025 and December 31, 2024, respectively.

The Company provides products and services to Crescent Energy Company (“Crescent”), where one of the Company’s directors serves as the Chief Operating Officer. The Company generated revenue from Crescent of $0.8 million and $6.3 million for the three and nine months ended September 30, 2025, respectively, and $2.0 million for both the three and nine

months ended September 30, 2024. There were outstanding receivables due from Crescent of $0.4 million and $1.1 million at September 30, 2025 and December 31, 2024, respectively.

10. Commitments and Contingencies

Litigation

The Company records accruals related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. Some of these uncertainties include the stage of litigation, available facts, uncertainty as to the outcome of any legal proceedings or settlement discussions, and any novel legal issues presented. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending litigation. At both September 30, 2025 and December 31, 2024, the Company recorded a $0.3 million accrual for legal matters, which is included under the caption “Accrued expenses” in its Condensed Consolidated Balance Sheets.

From time to time, the Company has various claims, lawsuits, and administrative proceedings that are pending or threatened with respect to personal injury, workers’ compensation, contractual matters, and other matters. Although no assurance can be given with respect to the outcome of these claims, lawsuits, or proceedings or the effect such outcomes may have, the Company believes any ultimate liability resulting from the outcome of such claims, lawsuits, or administrative proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on its business, operating results, or financial condition.

On April 18, 2020, the Company was named as a defendant in a patent infringement lawsuit regarding its Breakthru Casing Flotation Device. On January 18, 2022, the Company received an adverse judgment in this matter. The Company has posted a $2.3 million letter of credit representing the judgment amount and deferred royalties from the judgment date through September 30, 2025. While the Company believes it is probable that it will prevail on appeal resulting in no liability, in the event the Company does not prevail on appeal, the Company will be liable for the aggregate letter of credit posted through the date of appeal plus any future royalties awarded.

However, due to the inherent uncertainties of litigation, the Company is unable to determine the exact amount of any potential loss at this time, and thus, no accrual has been made for this matter in the Company’s condensed consolidated financial statements. The Company will continue to monitor the progress of this litigation and will adjust its accrual as necessary if and when additional information becomes available.

Self-insurance

The Company uses a combination of third-party insurance and self-insurance for health insurance claims. The self-insured liability represents an estimate of the undiscounted ultimate cost of uninsured claims incurred as of the balance sheet date. The estimate is based on an analysis of trailing months of incurred medical claims to project the amount of incurred but not reported claims liability. The estimated liability for self-insured medical claims was $1.8 million and $1.5 million at September 30, 2025 and December 31, 2024, respectively, and is included under the caption “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets.

Although the Company does not expect the amounts ultimately paid to differ significantly from the estimates, the self-insurance liability could be affected if future claims experience differs significantly from historical trends and actuarial assumptions.

Contingent Liabilities

On October 1, 2018, pursuant to the terms and conditions of a Securities Purchase Agreement (the “Frac Tech Purchase Agreement”), the Company acquired Frac Technology AS (“Frac Tech”), a Norwegian private limited company focused on the development of downhole technology, including a casing flotation tool and a number of patented downhole completion tools. The Frac Tech Purchase Agreement, as amended, includes, among other things, the potential for additional future payments, based on certain Frac Tech revenue metrics through December 31, 2025 (the “Frac Tech Earnout”).

The Company’s contingent liability (Level 3) associated with the Frac Tech Earnout (in thousands) at September 30, 2025 and 2024 was as follows:



Balance at December 31, 2024	$	719
Revaluation adjustments	169
Payments	(572)
Balance at September 30, 2025	$	316



Balance at December 31, 2023	$	1,219
Revaluation adjustments	191
Payments	(466)
Balance at September 30, 2024	$	944

All contingent liabilities that relate to contingent consideration are reported at fair value, based on a Monte Carlo simulation model. Significant inputs used in the fair value measurement include forecasted sales of the plugs, terms of the agreement, a risk-adjusted discount factor (ranging from 3.9% to 4.0%), and a credit-adjusted rate (ranging from 11.7% to 11.8%). Contingent liabilities include $0.3 million and $0.6 million reported in “Accrued expenses” at September 30, 2025 and December 31, 2024, respectively, and $0.0 million and $0.1 million reported in “Other long-term liabilities” at September 30, 2025 and December 31, 2024, respectively, in the Company’s Condensed Consolidated Balance Sheets. The impact of the revaluation adjustments is included in the Company’s Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

11. Taxes

The Company’s provision (benefit) for income taxes included in its Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(in thousands, except percentages)
Provision (benefit) for income taxes	$	53		$	73		$	(286)		$	366
Effective tax rate	(0.4)		%	(0.7)		%	0.9		%	(1.1)		%

The Company’s provision for income taxes for the three months ended September 30, 2025 was primarily attributed to state and non-U.S. income taxes. The Company’s benefit for income taxes for the nine months ended September 30, 2025 was primarily attributed to a $0.5 million discrete tax benefit recorded during the second quarter of 2025, as well as tax positions in state and non-U.S. jurisdictions. At September 30, 2025, the Company continued to record a full valuation allowance against its net deferred tax asset positions in the U.S. and Canada.

12. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is based on the weighted average number of shares outstanding for the period, including the dilutive effect of equity awards.

Basic and diluted earnings (loss) per share of common stock was computed as follows:


	Three Months Ended September 30, 2025					Three Months Ended September 30, 2024
	Net Loss		Average Shares Outstanding	Loss Per Share		Net Loss		Average Shares Outstanding	Loss Per Share
	(in thousands, except share and per share amounts)
Basic	$	(14,647)	41,297,925	$	(0.35)	$	(10,143)	39,209,798	$	(0.26)
Unvested restricted stock and stock units	—		—	—		—		—	—
Diluted	$	(14,647)	41,297,925	$	(0.35)	$	(10,143)	39,209,798	$	(0.26)


	Nine Months Ended September 30, 2025					Nine Months Ended September 30, 2024
	Net Loss		Average Shares Outstanding	Loss Per Share		Net Loss		Average Shares Outstanding	Loss Per Share
	(in thousands, except share and per share amounts)
Basic	$	(32,099)	40,787,178	$	(0.79)	$	(32,239)	36,188,175	$	(0.89)
Unvested restricted stock and stock units	—		—	—		—		—	—
Diluted	$	(32,099)	40,787,178	$	(0.79)	$	(32,239)	36,188,175	$	(0.89)

The diluted earnings (loss) per share calculation excludes all stock options, unvested restricted stock, and unvested restricted stock units for the three and nine months ended September 30, 2025 and 2024 because their inclusion would be anti-dilutive given the Company was in a net loss position. The average number of securities that were excluded from diluted earnings (loss) per share that would potentially dilute earnings (loss) per share for the periods in which the Company experienced a net loss were as follows:


	2025	2024
Three months ended September 30,	144,763	151,898
Nine months ended September 30,	215,845	333,128

13. Segment Information

The Company operates as one reportable segment, known as Completions Solutions. The Completions Solutions segment provides services and products integral to the completion of unconventional wells through a full range of tools and methodologies. These services and products are similar in purpose and end use by focusing on preparing and enabling a well to produce oil and gas and must be completed in order for a well to begin producing hydrocarbons. These services are also impacted by similar economic drivers, such as current and future expectations of oil and natural gas prices and hydrocarbon demand, and are complementary in nature in the successful completion phase of a well.

The Company evaluates the performance of the Completions Solutions segment based on consolidated net income (loss). Consolidated net income (loss) is determined in accordance with the measurement principles most consistent with consolidated financial statements and is representative of the manner in which the Company’s chief operating decision maker (the “CODM”) and its board of directors view the business, manage liquidity, allocate capital resources, and make operational decisions for the Company. The CODM also uses consolidated net income (loss) to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance. The Company considers the CODM to be its Chief Executive Officer. The reported segment revenue, segment profit or loss, significant segment expenses, and other segment items (gain or loss on revaluation of contingent liability, gain or loss on sale of property and equipment, interest income, and other income) are the same as the consolidated results disclosed in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The CODM reviews total assets on a consolidated basis as disclosed in the Condensed Consolidated Balance Sheets and capital expenditures on a consolidated basis.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the consolidated financial statements and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “Critical Accounting Estimates,” included in our Annual Report on Form 10-K for the year ended December 31, 2024.

This section contains forward-looking statements based on our current expectations, estimates, and projections about our operations and the industry in which we operate. Our actual results may differ materially from those anticipated in these forward-looking statements because of various risks and uncertainties, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q.

OVERVIEW

Company Description

Nine Energy Service, Inc. (either individually or together with its subsidiaries, as the context requires, the “Company,” “Nine,” “we,” “us,” and “our”) is a leading completion services provider that targets unconventional oil and gas resource development. We partner with our exploration and production (“E&P”) customers across all major onshore basins in both the U.S. and Canada as well as abroad to design and deploy downhole solutions and technology to prepare horizontal, multistage wells for production. We focus on providing our customers with cost-effective and comprehensive completion solutions designed to maximize their production levels and operating efficiencies. We believe our success is a product of our culture, which is driven by our intense focus on performance and wellsite execution as well as our commitment to forward-leaning technologies that aid us in the development of smarter, customized applications that drive efficiencies and reduce emissions.

We provide (i) cementing services, which consist of blending high-grade cement and water with various solid and liquid additives to create a cement slurry that is pumped between the casing and the wellbore of the well, (ii) an innovative portfolio of completion tools, including those that provide technologies used for completing the toe stage of a horizontal well and fully-composite, dissolvable, and extended range frac plugs to isolate stages during plug-and-perf operations, (iii) wireline services, the majority of which consist of plug-and-perf completions, which is a multistage well completion technique for cased-hole wells that consists of deploying perforating guns and isolation tools to a specified depth, and (iv) coiled tubing services, which perform wellbore intervention operations utilizing a continuous steel pipe that is transported to the wellsite wound on a large spool, providing a cost-effective solution for well work due to the ability to deploy efficiently and safely into a live well.

How We Generate Revenue and the Costs of Conducting Our Business

We generate our revenues by providing completion services to E&P customers across all major onshore basins in both the U.S. and Canada as well as abroad. We primarily earn our revenues pursuant to work orders entered into with our customers on a job-by-job basis. We typically enter into a Master Service Agreement (“MSA”) with each customer that provides a framework of general terms and conditions of our services that will govern any future transactions or jobs awarded to us. Each specific job is obtained through competitive bidding or as a result of negotiations with customers. The rate we charge is determined by location, complexity of the job, operating conditions, duration of the contract, and market conditions. In addition to MSAs, we have entered into a select number of longer-term contracts with certain customers relating to our wireline and cementing services, and we may enter into similar contracts from time to time to the extent beneficial to the operation of our business. These longer-term contracts address pricing and other details concerning our services, but each job is performed on a standalone basis.

The principal expenses involved in conducting our business include labor costs, materials and freight, the costs of maintaining our equipment, and fuel costs. Our direct labor costs vary with the amount of equipment deployed and the utilization of that equipment. Another key component of labor costs relates to the ongoing training of our field service employees, which improves safety rates and reduces employee attrition.

How We Evaluate Our Operations

We evaluate our performance based on a number of financial and non-financial measures, including the following:

•Revenue: We compare actual revenue achieved each month to the most recent projection for that month and to

the annual plan for the month established at the beginning of the year. We monitor our revenue to analyze trends in the performance of our operations compared to historical revenue drivers or market metrics. We are particularly interested in identifying positive or negative trends and investigating to understand the root causes.

•Adjusted Gross Profit (Loss): Adjusted gross profit (loss) is a key metric that we use to evaluate operating performance. We define adjusted gross profit (loss) as revenues less direct and indirect costs of revenues (excluding depreciation and amortization). Costs of revenues include direct and indirect labor costs, costs of materials, maintenance of equipment, fuel and transportation freight costs, contract services, crew cost, and other miscellaneous expenses. For additional information, see “Non-GAAP Financial Measures” below.

•Adjusted EBITDA: We define Adjusted EBITDA as EBITDA (which is net income (loss) before interest, taxes, and depreciation and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on extinguishment of debt, (v) loss or gain on the sale of subsidiaries, (vi) restructuring charges, (vii) stock-based compensation and cash award expense, (viii) loss or gain on sale of property and equipment, and (ix) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business. For additional information, see “Non-GAAP Financial Measures” below.

•Adjusted Return on Invested Capital (“Adjusted ROIC”): We define Adjusted ROIC as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss) as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) interest expense (income), (iv) restructuring charges, (v) loss (gain) on the sale of subsidiaries, (vi) loss (gain) on extinguishment of debt, and (vii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining Adjusted ROIC. For additional information, see “Non-GAAP Financial Measures” below.

•Safety: We measure safety by tracking the total recordable incident rate (“TRIR”), which is reviewed on a monthly basis. TRIR is a measure of the rate of recordable workplace injuries, defined below, normalized and stated on the basis of 100 workers for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 (i.e., the total hours for 100 employees working 2,000 hours per year) and dividing this value by the total hours actually worked in the year. Recordable workplace injuries include occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, restriction of work or motion, transfer to another job, or medical treatment other than first aid.

Industry Trends and Outlook

Our business depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies. These activity and spending levels are strongly influenced by current and expected oil and natural gas prices. In recent years, commodity prices have been extremely volatile and unpredictable. During 2024, natural gas prices were extremely depressed, averaging approximately $2.19 per million British thermal units (“MMBtu”) for the year. In 2025, through the third quarter, natural gas prices have improved as compared to 2024, averaging approximately $3.45 per MMBtu for the nine months ended September 30, 2025. However, despite a more supportive natural gas price environment thus far in 2025, we have yet to see any meaningful activity increases in the natural gas-levered basins like the Haynesville and Northeast. For example, during the fourth quarter of 2024, the average rig count in the Haynesville was 31 rigs and at the end of the third quarter of 2025, the rig count was 39 rigs. Nonetheless, the long-term outlook on natural gas demand remains positive.

As for oil prices, towards the end of 2024, we began to see West Texas Intermediate (“WTI”) oil prices decline, which was exacerbated by the announcement of new tariffs by the Trump Administration in April 2025 and OPEC communicating they would be increasing production. In the second quarter of 2025, WTI price fell below $60 per barrel for the first time in four years. Because of the decline in oil prices, as well as increased costs and market uncertainty, our customers began to decrease activity. According to Baker Hughes, from the end of the first quarter of 2025 through the end of the third quarter of 2025, 43 rigs, most of which were in the Permian Basin, came out of the U.S. market, a decline of approximately 7% compared to the number of rigs at the end of the first quarter of 2025. During the first quarter of 2025, the average WTI price was $71.78 per barrel as compared to $65.82 per barrel in the third quarter of 2025, a decline of approximately 8%.

Due to the spot-market nature of our business, our revenue and profitability generally move very similarly to U.S. rig, frac, and stage counts, and starting in the second quarter of 2025, we began to experience activity declines as well as receive pricing pressure across all of our service lines, especially in the oil-levered basins. During the third quarter of 2025, we had full quarter realizations of these activity declines, as well as continued pricing pressure on our services, which negatively impacted both revenue and earnings. In addition to negative market impacts, our completion tools division had market share losses, which were due mostly to customer consolidation and a change in certain of our customers’ completion designs, during the quarter that negatively impacted revenue and earnings.

The current activity and pricing environment remains challenging. Additionally, we anticipate typical seasonal slowdowns and shutdowns in the fourth quarter of 2025 related to weather, holidays, and budget exhaustion, which will negatively impact revenue and earnings. As such, we anticipate revenue and earnings in the fourth quarter of 2025 will be down compared to the third quarter of 2025.

Significant factors that are likely to affect commodity prices moving forward include geopolitical and economic developments in the U.S. and globally, including conflicts, the pace of economic growth in the U.S. and throughout the world, including the potential for macro weakness; tariffs imposed by the U.S. and other countries or retaliatory trade measures; instability, acts of war or terrorism in oil producing countries or regions, particularly the Middle East, Russia, South America and Africa; actions of the members of OPEC and other oil exporting nations that relate to or impact oil production or supply; weather conditions; the effect of energy, monetary, and trade policies of the U.S.; changes to energy regulations and policies, including those of the U.S. Environmental Protection Agency and other governmental bodies; and overall North American oil and natural gas supply and demand fundamentals, including the pace at which export capacity grows. We expect that U.S. activity levels will be impacted by commodity prices and many of the same factors expected to impact commodity prices, including the production of OPEC and other oil exporting nations and governmental policies, such as tariffs. We cannot predict the scope or extent of such impacts. Furthermore, although as noted above, our customers’ activity and spending levels, and thus demand for our services and products, are strongly influenced by current and expected oil and natural gas prices, even with price improvements in oil and natural gas, operator activity may not materially increase, as operators remain focused on operating within their capital plans and uncertainty remains around supply and demand fundamentals.

Results of Operations

Results for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024


	Three Months Ended September 30,
	2025		2024		Change		Percentage Change
	(in thousands, except percentage change)
Revenues	$	132,028	$	138,157	$	(6,129)	(4)	%
Cost of revenues (exclusive of depreciation and amortization shown separately below)	111,728		113,451		(1,723)		(2)	%
Adjusted gross profit	$	20,300	$	24,706	$	(4,406)	(18)	%

General and administrative expenses	$	12,756	$	12,366	$	390	3	%
Depreciation	5,759		6,226		(467)		(8)	%
Amortization of intangibles	2,795		2,796		(1)		—	%
Loss on revaluation of contingent liability	96		383		(287)		(75)	%
Loss on sale of property and equipment	61		484		(423)		(87)	%
Income (loss) from operations	(1,167)		2,451		(3,618)		(148)	%
Non-operating expense	13,427		12,521		906		7	%
Loss before income taxes	(14,594)		(10,070)		(4,524)		45	%
Provision for income taxes	53		73		(20)		(27)	%
Net loss	$	(14,647)	$	(10,143)	$	(4,504)	44	%

Revenues

Revenues decreased $6.1 million, or 4%, to $132.0 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to coiled tubing revenue, which decreased $4.3 million, or 15%, mainly due to

volume and utilization decreases as total days worked decreased 22%, coupled with pricing reductions, each in comparison to the third quarter of 2024. In addition, although total cement job count increased 1%, total cementing revenue (including pump downs) decreased $1.9 million, or 4%, in comparison to the third quarter of 2024, primarily due to pricing reductions within the service line. In addition, tools revenue decreased $0.2 million, or 1%, as completion tools stages decreased 11%, in comparison to the third quarter of 2024. The overall decrease was partially offset by wireline revenue, which increased $0.3 million, or 1%, as total completed wireline stages increased 31%, which more than offset pricing reductions, in comparison to the third quarter of 2024.

Cost of Revenues (Exclusive of Depreciation and Amortization)

Cost of revenues decreased $1.7 million, or 2%, to $111.7 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to a $2.2 million decrease in materials installed and consumed while performing services and a $1.3 million decrease in employee-related costs. The overall decrease was partially offset by a $0.7 million increase in repairs and maintenance costs, a $0.6 million increase in vehicle costs, and a $0.5 million increase in insurance, facility and other costs, each in comparison to the third quarter of 2024.

Adjusted Gross Profit (Loss)

Adjusted gross profit decreased approximately $4.4 million to $20.3 million for the third quarter of 2025 due to the factors described above under “Revenues” and “Cost of Revenues.”

General and Administrative Expenses

General and administrative expenses increased $0.4 million to $12.8 million for the third quarter of 2025. The increase was primarily related to a $0.2 million increase in professional fees and a $0.1 million increase in employee-related costs between periods.

Depreciation

Depreciation expense decreased $0.5 million to $5.8 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to a decrease in capital expenditures across certain lines of service over the last twelve months.

Amortization of Intangibles

We recorded $2.8 million in amortization of intangibles expense (comprised of technology and customer relationships) in both the third quarter of 2025 and the third quarter of 2024.

Non-Operating (Income) Expenses

Non-operating expenses increased $0.9 million to $13.4 million for the third quarter of 2025. The increase in comparison to the third quarter of 2024 was primarily related to a $0.5 million increase in amortization of deferred financing costs between periods, coupled with a $0.3 million increase in interest expense associated with the 2025 ABL Credit Facility (as defined below) which carries a higher interest rate than our previous 2018 ABL Credit Facility (as defined below).

(Gain) Loss on Revaluation of Contingent Liability

We recorded a $0.1 million loss on revaluation of contingent liability in the third quarter of 2025 compared to a $0.4 million loss on revaluation of contingent liability in the third quarter of 2024. The decreased loss was related to a decrease in the fair value of the earnout associated with our acquisition of Frac Technology AS in comparison to the third quarter of 2024.

(Gain) Loss on Sale of Property and Equipment

Loss on sale of property and equipment decreased $0.4 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to losses on equipment sales in the third quarter of 2024 that did not recur in the third quarter of 2025.

Provision (Benefit) for Income Taxes

We recorded an income tax provision of $0.1 million for both the third quarter of 2025 and the third quarter of 2024. The income tax provision for both periods is related to our income tax position in state and foreign tax jurisdictions.

Net Income (Loss) and Adjusted EBITDA

Net loss increased $4.5 million, or 44%, to $14.6 million for the third quarter of 2025, and Adjusted EBITDA decreased $4.6 million, or 33%, to $9.6 million for the third quarter of 2025. The changes were primarily due to the fluctuations in revenues and expenses discussed above. See “Non-GAAP Financial Measures” below for further information regarding Adjusted EBITDA.

Results for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024


	Nine Months Ended September 30,
	2025		2024		Change		Percentage Change
	(in thousands, except percentage change)
Revenues	$	429,745	$	412,678	$	17,067	4	%
Cost of revenues (exclusive of depreciation and amortization shown separately below)	355,637		341,505		14,132		4	%
Adjusted gross profit	$	74,108	$	71,173	$	2,935	4	%

General and administrative expenses	$	39,893	$	37,113	$	2,780	7	%
Depreciation	17,392		19,562		(2,170)		(11)	%
Amortization of intangibles	8,387		8,388		(1)		—	%
Loss on revaluation of contingent liability	169		191		(22)		(12)	%
Loss on sale of property and equipment	427		485		(58)		(12)	%
Income from operations	7,840		5,434		2,406		44	%
Non-operating expense	40,225		37,307		2,918		8	%
Loss before income taxes	(32,385)		(31,873)		(512)		2	%
Provision (benefit) for income taxes	(286)		366		(652)		178	%
Net loss	$	(32,099)	$	(32,239)	$	140	—	%

Revenues

Revenues increased $17.1 million, or 4%, to $429.7 million for the first nine months of 2025. The increase in comparison to the first nine months of 2024 was primarily related to cementing revenue (including pump downs), which increased $13.4 million, or 9%, as total cement job count increased 16%, each in comparison to the first nine months of 2024. In addition, wireline revenue increased $7.0 million, or 8%, as total completed wireline stages increased 28%, and tools revenue increased $3.0 million, or 3%, as completion stages increased 8%, each in comparison to the first nine months of 2024. The overall increase was partially offset by coiled tubing, which decreased its revenue by $6.3 million, or 7%, in comparison to the first nine months of 2024 due to pricing pressure coupled with volume reductions as total days worked decreased by 10% between periods. Lower pricing across cementing and wireline also partially offset overall revenue increases between periods.

Cost of Revenues (Exclusive of Depreciation and Amortization)

Cost of revenues increased $14.1 million, or 4%, to $355.6 million for the first nine months of 2025. The increase in comparison to the first nine months of 2024 was related to a $9.8 million increase in materials installed and consumed while performing services, a $2.1 million increase in vehicle costs, a $1.6 million increase in insurance costs, and a $0.6 million increase in repair and maintenance, each in comparison to the first nine months of 2024.

Adjusted Gross Profit (Loss)

Adjusted gross profit increased approximately $2.9 million to $74.1 million for the first nine months of 2025 due to the factors described above under “Revenues” and “Cost of Revenues.”

General and Administrative Expenses

General and administrative expenses increased $2.8 million to $39.9 million for the first nine months of 2025. The increase was primarily related to a $2.4 million increase in employee-related costs and a $0.7 million increase in professional fees, each in comparison to the first nine months of 2024. The overall increase was partially offset by a $0.4 million decrease in

marketing and other general and administrative costs between periods.

Depreciation

Depreciation expense decreased $2.2 million to $17.4 million for the first nine months of 2025. The decrease in comparison to the first nine months of 2024 was primarily due to a decrease in capital expenditures across certain lines of service over the last twelve months.

Amortization of Intangibles

We recorded $8.4 million in amortization of intangibles expense (comprised of technology and customer relationships) in both the first nine months of 2025 and the first nine months of 2024.

Non-Operating (Income) Expenses

Non-operating expenses increased $2.9 million to $40.2 million for the first nine months of 2025. The increase was primarily attributed to the write-off of $1.5 million of deferred financing costs associated with the 2018 ABL Credit Facility in the first nine months of 2025 that did not occur in the first nine months of 2024. The increase was also partly attributed to a $1.3 million increase in amortization of deferred financing costs in comparison to the first nine months of 2024.

Provision (Benefit) for Income Taxes

We recorded an income tax benefit of $0.3 million for the first nine months of 2025 compared to an income tax provision of $0.4 million for the first nine months of 2024. The difference between the periods was primarily attributed to a $0.5 million discrete income tax benefit in the first nine months of 2025 that did not occur in the first nine months of 2024.

Net Income (Loss) and Adjusted EBITDA

Net loss decreased $0.1 million, or less than 1%, to $32.1 million for the first nine months of 2025, and Adjusted EBITDA increased $1.2 million, or 3%, to $40.3 million for the first nine months of 2025. The changes were primarily due to the fluctuations in revenues and expenses discussed above. See “Non-GAAP Financial Measures” below for further information regarding Adjusted EBITDA.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We define Adjusted EBITDA as EBITDA (which is net income (loss) before interest, taxes, depreciation, and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on extinguishment of debt, (v) loss or gain on the sale of subsidiaries, (vi) restructuring charges, (vii) stock-based compensation and cash award expense, (viii) loss or gain on sale of property and equipment, and (ix) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business.

Management believes Adjusted EBITDA provides useful information to us and our investors regarding our financial condition and results of operations because it allows us and them to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure and helps identify underlying trends in our operations that could otherwise be distorted by the effect of impairments, acquisitions and dispositions, and costs that are not reflective of the ongoing performance of our business. We exclude the items listed above from net income (loss) in arriving at this measure because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the method by which the assets were acquired.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) or as an indicator of our operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computation of Adjusted

EBITDA may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measure of net income (loss) for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Net loss	$	(14,647)	$	(10,143)	$	(32,099)	$	(32,239)
Interest expense	13,714		12,879		41,319		38,453
Interest income	(114)		(196)		(572)		(660)
Provision (benefit) for income taxes	53		73		(286)		366
Depreciation	5,759		6,226		17,392		19,562
Amortization of intangibles	2,795		2,796		8,387		8,388
EBITDA	$	7,560	$	11,635	$	34,141	$	33,870
Loss on revaluation of contingent liability (1)	96		383		169		191
Restructuring charges	33		177		339		519
Stock-based compensation expense	467		837		1,756		2,225
Cash award expense	1,423		770		3,468		1,765
Loss on sale of property and equipment	61		484		427		485
Adjusted EBITDA	$	9,640	$	14,286	$	40,300	$	39,055

(1)Amounts relate to the revaluation of a contingent liability associated with a 2018 acquisition. The impact is included in our Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). For additional information on contingent liabilities, see Note 10 – Commitments and Contingencies included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Adjusted Return on Invested Capital

Adjusted ROIC is a non-GAAP financial measure. We define Adjusted ROIC as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss), which is a non-GAAP financial measure, as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) interest expense (income), (iv) restructuring charges, (v) loss (gain) on the sale of subsidiaries, (vi) loss (gain) on extinguishment of debt, and (vii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining Adjusted ROIC.

Management believes Adjusted ROIC provides useful information to us and our investors regarding our financial condition and results of operations because it quantifies how well we generate operating income relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested. Management uses Adjusted ROIC to assist them in capital resource allocation decisions and in evaluating business performance. Although Adjusted ROIC is commonly used as a measure of capital efficiency, definitions of Adjusted ROIC differ, and our computation of Adjusted ROIC may not be comparable to other similarly titled measures of other companies.

The following table provides our calculation of Adjusted ROIC for the three and nine months ended September 30, 2025 and 2024. The following table also presents ROIC (defined as net income (loss), divided by average total capital) and a reconciliation of the non-GAAP financial measure of adjusted after-tax net operating profit (loss) to the most directly comparable GAAP measure of net income (loss), in each case for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Net loss	$	(14,647)	$	(10,143)	$	(32,099)	$	(32,239)
Add back:
Interest expense	13,714		12,879		41,319		38,453
Interest income	(114)		(196)		(572)		(660)
Restructuring charges	33		177		339		519
Adjusted after-tax net operating income (loss)	$	(1,014)	$	2,717	$	8,987	$	6,073

Total capital as of prior period-end:
Total stockholders’ deficit	$	(81,737)	$	(49,715)	$	(66,064)	$	(35,630)
Total debt	350,275		352,730		350,580		359,859
Less cash and cash equivalents	(14,216)		(26,027)		(27,880)		(30,840)
Total capital as of prior period-end	$	254,322	$	276,988	$	256,636	$	293,389
Total capital as of period-end:
Total stockholders’ deficit	$	(95,866)	$	(57,561)	$	(95,866)	$	(57,561)
Total debt	363,258		350,000		363,258		350,000
Less cash and cash equivalents	(14,389)		(15,652)		(14,389)		(15,652)
Total capital as of period-end	$	253,003	$	276,787	$	253,003	$	276,787
Average total capital	$	253,663	$	276,888	$	254,820	$	285,088

ROIC	(23.1)%		(14.7)%		(16.8)%		(15.1)%
Adjusted ROIC	(1.6)%		3.9%		4.7%		2.8%

Adjusted Gross Profit (Loss)

GAAP defines gross profit (loss) as revenues less cost of revenues and includes depreciation and amortization in costs of revenues. We define adjusted gross profit (loss) as revenues less direct and indirect costs of revenues (excluding depreciation and amortization). This measure differs from the GAAP definition of gross profit (loss) because we do not include the impact of depreciation and amortization, which represent non-cash expenses.

Management believes adjusted gross profit (loss) provides useful information to us and our investors regarding our financial condition and results of operation and helps management evaluate our operating performance by eliminating the impact of depreciation and amortization, which we do not consider indicative of our core operating performance. Adjusted gross profit (loss) should not be considered as an alternative to gross profit (loss), operating income (loss), or any other measure of financial performance calculated and presented in accordance with GAAP. Adjusted gross profit (loss) may not be comparable to similarly titled measures of other companies because other companies may not calculate adjusted gross profit (loss) or similarly titled measures in the same manner as we do.

The following table presents a reconciliation of adjusted gross profit (loss) to GAAP gross profit (loss) for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Calculation of gross profit:
Revenues	$	132,028	$	138,157	$	429,745	$	412,678
Cost of revenues (exclusive of depreciation and amortization shown separately below)	111,728		113,451		355,637		341,505
Depreciation (related to cost of revenues)	5,647		5,791		17,053		18,193
Amortization of intangibles	2,795		2,796		8,387		8,388
Gross profit	$	11,858	$	16,119	$	48,668	$	44,592

Adjusted gross profit reconciliation:
Gross profit	$	11,858	$	16,119	$	48,668	$	44,592
Depreciation (related to cost of revenues)	5,647		5,791		17,053		18,193
Amortization of intangibles	2,795		2,796		8,387		8,388
Adjusted gross profit	$	20,300	$	24,706	$	74,108	$	71,173

Liquidity and Capital Resources

Sources and Uses of Liquidity

Historically, we have met our liquidity needs principally from cash on hand, cash flows from operations and, if needed, external borrowings and issuances of debt and equity securities. We continually monitor potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to continue to access outside sources of capital, which we cannot guarantee. Our principal uses of cash are to fund capital expenditures, service our outstanding debt, and fund our working capital requirements. Due to our high level of variable costs and the asset-light make-up of our business, we have historically been able to quickly implement cost-cutting measures. For example, in 2024, we implemented certain cost reduction and supply chain initiatives. These ongoing initiatives have helped reduce some of our largest material costs, and starting at the end of the second quarter of 2024, we began to see positive impacts, that have continued into 2025, on our earnings as a result of such efforts.

For 2025, our planned capital expenditure budget, excluding possible acquisitions, is expected to be between $15 million and $25 million. The nature of our capital expenditures is comprised of a base level of investment required to support our current operations and amounts related to growth and company initiatives. Capital expenditures for growth and company initiatives are discretionary. We continually evaluate our capital expenditures, and the amount we ultimately spend will depend on a number of factors, including expected industry activity levels and company initiatives. Although we do not budget for acquisitions, pursuing growth through acquisitions may continue to be a part of our business strategy. Our ability to make significant additional acquisitions for cash will require us to obtain additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.

At September 30, 2025, we had $14.4 million of cash and cash equivalents and $25.9 million of availability under the 2025 ABL Credit Facility, which resulted in a total liquidity position of $40.3 million. As a result of the current commodity price environment and its impact on our inventory’s appraised value, we currently expect our borrowing base under the 2025 ABL Credit Facility will be reduced by approximately $2.2 million as of October 31, 2025 and will be further reduced by approximately $2.2 million on each of November 30, 2025, December 31, 2025, and January 31, 2026, which would reduce our availability thereunder and our total liquidity position by such amounts. Future increases or decreases in our inventory’s appraised value would increase or decrease, respectively, our borrowing base. Our next inventory appraisal is currently expected to be conducted by mid-December 2025 and could increase or decrease our borrowing base as of December 31, 2025. The availability under the 2025 ABL Credit Facility could also be reduced in the future if the agent thereunder (the “Agent”) establishes reserves against the borrowing base or the Maximum Revolving Facility Amount (as defined below); the Agent may from time to time establish and revise such reserves in such amounts as the Agent, using reasonable business judgment exercised in good faith, deems appropriate, subject to the terms of the 2025 ABL Credit Agreement (as defined below). Also, as in the past, we expect our total liquidity position to be materially impacted by the semi-annual interest payments ($19.5 million each, based on amounts outstanding as of September 30, 2025) to the holders of the 2028 Notes (as defined below). Our

liquidity position will also be impacted by our operating performance (which is subject to general economic conditions and other factors, many of which are beyond our control, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q) and may also be adversely impacted by our vendors’ or customers’ actions (e.g., if our vendors were to require earlier payment from us or if our customers were to delay payment to us). Based on our current forecasts, we believe that our cash on hand, together with cash flows from operations and borrowings under the 2025 ABL Credit Facility, should be sufficient to meet our cash requirements, including for normal operating needs, debt service obligations, and planned capital expenditures and commitments, for at least the next twelve months from the issuance date of our condensed consolidated financial statements. However, we can make no assurance regarding our ability to achieve our forecasts, which are materially dependent on our improved financial performance and the ever-changing market.

At September 30, 2025, we had $63.3 million of outstanding borrowings under the 2025 ABL Credit Facility. We also had $300.0 million aggregate principal amount of 2028 Notes outstanding as of September 30, 2025. Our ability to satisfy these obligations and our long-term liquidity requirements generally depends on our future operating performance. Our business is cyclical and depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies; the level of such activity is volatile and strongly influenced by current and expected oil and natural gas prices, general economic conditions, and other factors beyond our control.

In order to satisfy our debt obligations or meet our long-term liquidity requirements, we may seek to refinance or restructure our indebtedness, seek additional sources of capital, sell assets, or undertake a combination thereof. Any such transactions may involve the issuance of additional equity or convertible debt securities that could result in material dilution to our stockholders, and these securities could have rights superior to holders of our common stock and could contain covenants that will restrict our operations. Our ability to successfully execute any such plans is dependent on our operating performance, which, as noted above, is subject to general economic conditions and other factors, many of which are beyond our control. There can be no assurance that we will succeed in executing these plans. If unsuccessful, we may not have sufficient liquidity and capital resources to repay our indebtedness when it matures or otherwise meet our long-term cash requirements.

ATM Program

On November 6, 2023, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (the “ATM Agent”), pursuant to which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $30.0 million through the ATM Agent acting as our sales agent (our “ATM program”). The ATM Agent receives a commission equal to 3.0% of the gross sale price of any shares sold under the Equity Distribution Agreement.

Under the Equity Distribution Agreement, we set the parameters for the sale of the shares thereunder, including the number of shares to be sold, the time period during which sales are requested to be made and any price below which sales may not be made. During the three and nine months ended September 30, 2025, no shares were sold under the Equity Distribution Agreement. During the three months ended September 30, 2024, 1,181,090 shares were sold under the Equity Distribution Agreement, which generated net proceeds to us of $1.4 million after deducting commissions of $0.1 million. During the nine months ended September 30, 2024, 5,380,164 shares were sold under the Equity Distribution Agreement, which generated net proceeds to us of $8.2 million after deducting commissions of $0.3 million.

Units Offering and 2028 Notes

On January 30, 2023, we completed our public offering of 300,000 units with an aggregate stated amount of $300.0 million (the “Units”). Each Unit consisted of $1,000 principal amount of our 13.000% Senior Secured Notes due 2028 (collectively, the “2028 Notes”) and five shares of our common stock. Each Unit separated into its constituent securities (the 2028 Notes and the shares of our common stock) automatically on October 27, 2023.

On January 30, 2023, we and certain of our subsidiaries entered into an indenture, dated as of January 30, 2023 (the “2028 Notes Indenture”), with U.S. Bank Trust Company, National Association, as the trustee and as notes collateral agent, pursuant to which the 2028 Notes were issued. The 2028 Notes will mature on February 1, 2028 and bear interest at an annual rate of 13.000% payable in cash semi-annually in arrears on each of February 1 and August 1, commencing August 1, 2023.

On each May 15 and November 14, commencing November 14, 2023 (each, an “Excess Cash Flow Offer Date”), we are required to make an offer (an “Excess Cash Flow Offer”) to all holders of the 2028 Notes and, if required by the terms of any Pari Passu Notes Lien Indebtedness (as defined in the 2028 Notes Indenture), to any holders of any Pari Passu Notes Lien Indebtedness to purchase, prepay or redeem, together on a pro-rata basis, the maximum principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (plus all accrued interest (including additional interest, if any) on the 2028 Notes

and any such Pari Passu Notes Lien Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed using an amount of cash equal to the Excess Cash Flow Amount (as defined in the 2028 Notes Indenture and which is 75.0% of Excess Cash Flow (as defined in the 2028 Notes Indenture), as determined immediately prior to the Excess Cash Flow Offer Date), if any, subject to certain exceptions set forth in the 2028 Notes Indenture. The offer price in any such offer will be equal to 100% of the principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (or, in respect of any such Pari Passu Notes Lien Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Notes Lien Indebtedness), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of holders of the 2028 Notes or any such Pari Passu Notes Lien Indebtedness on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase, prepayment or redemption, and will be payable in cash. For the Excess Cash Flow Offer Date of November 14, 2025, the Excess Cash Flow Amount will be $0, and as such, no Excess Cash Flow Offer will be made.

The 2028 Notes Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit our ability and the ability of our restricted subsidiaries to engage in certain activities. We were in compliance with the covenants contained in the 2028 Notes Indenture at September 30, 2025.

For additional information on the Units and the 2028 Notes, see Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

ABL Credit Facilities

On October 25, 2018, we entered into a credit agreement (the “2018 ABL Credit Agreement”) that permitted aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit (the “2018 ABL Credit Facility”). On January 17, 2023, we entered into the First Amendment to Credit Agreement (the “First ABL Facility Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, which became effective on January 30, 2023. Pursuant to the First ABL Facility Amendment, the maturity date of the 2018 ABL Credit Facility was extended from October 25, 2023 to January 29, 2027. In addition, the First ABL Facility Amendment, among other changes, revised the terms of the 2018 ABL Credit Facility as follows: (a) decreased the size of the 2018 ABL Credit Facility from $200.0 million to $150.0 million, subject to the borrowing base, (b) changed the interest rate benchmark from London Interbank Offered Rate to Term Secured Overnight Financing Rate with a 10 basis point spread adjustment and increased pricing from the existing range of 1.75% to 2.25% to a range of 2.00% to 2.50%, in each case depending on our leverage ratio, (c) decreased the Canadian tranche sub-limit from $25.0 million to $5.0 million, and (d) decreased the letter of credit sub-limit from $50.0 million to $10.0 million. Certain other changes to the terms of the 2018 ABL Credit Facility as a result of the First ABL Facility Amendment are summarized in Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q. On June 7, 2024, we entered into the Second Amendment to Credit Agreement (together with the First ABL Facility Amendment, the “2018 ABL Facility Amendments”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, to change the interest rate benchmark for borrowings denominated in Canadian dollars from Canadian Dollar Offered Rate (CDOR) to a rate based on the Canadian Overnight Repo Rate Average (CORRA), effective as of June 14, 2024.

The 2018 ABL Credit Agreement, as amended by the 2018 ABL Facility Amendments, contained various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates.

On May 1, 2025, we entered into a Loan and Security Agreement (the “2025 ABL Credit Agreement”) with White Oak Commercial Finance, LLC, as the Agent, and the lenders from time to time party thereto. The 2025 ABL Credit Agreement provides for an asset-based revolving credit facility (the “2025 ABL Credit Facility”) with lender commitments of $125.0 million (the “Maximum Revolving Facility Amount”) and a sub-limit of $5.0 million for letters of credit, which will mature on the earlier of (i) May 1, 2028 and (ii) the date that is 91 days prior to the maturity date of the 2028 Notes. The outstanding balance of the borrowings under the 2025 ABL Credit Facility may not exceed in the aggregate at any time the lesser of (a) the Maximum Revolving Facility Amount reduced by certain customary reserves and (b) the borrowing base, which is calculated on the basis of eligible accounts and inventory. The Maximum Revolving Facility Amount could increase from time to time pursuant to an uncommitted accordion by an aggregate amount for all such increases not to exceed $50.0 million. Borrowings under the 2025 ABL Credit Facility bear interest at a per annum rate equal to the term-specific Secured Overnight Financing Rate (SOFR) for an interest period of one month, subject to a 1.50% floor, plus an applicable margin of 4.00% to 4.50%, depending on our fixed charge coverage ratio.

On May 1, 2025, we borrowed approximately $48.9 million under the 2025 ABL Credit Facility and used such proceeds to repay all borrowings outstanding under the 2018 ABL Credit Facility and pay fees and expenses associated with the entry into the 2025 ABL Credit Agreement. The 2025 ABL Credit Facility refinanced and replaced the 2018 ABL Credit Facility.

The 2025 ABL Credit Agreement contains customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments (including acquisitions). In addition, the 2025 ABL Credit Agreement contains a financial covenant requiring a minimum fixed charge ratio of 1.10 to 1.00 that is tested quarterly when the availability under the 2025 ABL Credit Facility is less than $10.0 million. This financial covenant applies until the availability exceeds such threshold for 30 consecutive days. We were in compliance with all covenants contained in the 2025 ABL Credit Agreement as of September 30, 2025.

At September 30, 2025, we had $63.3 million of borrowings under the 2025 ABL Credit Facility, and our availability under the 2025 ABL Credit Facility was approximately $25.9 million.

For additional information on the 2018 ABL Credit Facility and the 2025 ABL Credit Facility, see Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Cash Flows

Cash flows provided by (used in) operations by type of activity were as follows for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025		2024
	(in thousands)
Operating activities	$	(5,133)	$	(1,793)
Investing activities	(13,162)		(11,176)
Financing activities	6,559		(2,116)
Impact of foreign exchange rate on cash	331		(103)
Net change in cash, cash equivalents, and restricted cash	$	(11,405)	$	(15,188)

Operating Activities

Net cash used in operating activities was $5.1 million in the first nine months of 2025 compared to $1.8 million in the first nine months of 2024. The $3.3 million increase was primarily attributed to a $6.5 million increase in cash used in working capital, in comparison to the first nine months of 2024, driven mainly by reduced collections of accounts receivable between periods. The increase was partially offset by a $3.2 million decrease in cash flow used in operations in comparison to the first nine months of 2024.

Investing Activities

Net cash used in investing activities was $13.2 million during the first nine months of 2025 compared to $11.2 million in the first nine months of 2024. The $2.0 million increase was primarily attributed to a $1.8 million increase in cash purchases of property and equipment in comparison to the first nine months of 2024 coupled with a $0.2 million decrease in cash proceeds from the sales of property and equipment between periods.

Financing Activities

Net cash provided by financing activities was $6.6 million during the first nine months of 2025 compared to $2.1 million used in the first nine months of 2024. The $8.7 million change was primarily attributed to a $62.9 million increase in proceeds received from revolving credit facilities in comparison to the first nine months of 2024, partially offset by a $41.0 million increase in payments on revolving credit facilities during the first nine months of 2025 in comparison to the first nine months of 2024, coupled with $8.2 million in proceeds received from the issuance of common stock under our ATM program in the first nine months of 2024, that did not reoccur in the first nine months of 2025, as well as $4.6 million in debt issuance costs associated with the 2025 ABL Credit Facility in the first nine months of 2025, that did not occur in the first nine months of 2024, and a $0.7 million increase in payments of short-term debt between periods.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our critical accounting estimates, which are estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations, are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting estimates as described therein.

Recent Accounting Pronouncements

See Note 3 – New Accounting Standards included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a summary of recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have various claims, lawsuits, and administrative proceedings that are pending or threatened with respect to personal injury, workers’ compensation, contractual matters, and other matters. Although no assurance can be given with respect to the outcome of these claims, lawsuits, or proceedings or the effect such outcomes may have, we believe any ultimate liability resulting from the outcome of such claims, lawsuits, or administrative proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our business, operating results, or financial condition.

ITEM 1A. RISK FACTORS

Except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

We are currently out of compliance with certain NYSE continued listing standards and are at risk of the NYSE delisting our common stock; such a delisting could negatively impact us as it would likely reduce the liquidity and market price of our common stock, which in turn would, among other things, negatively impact our ability to raise equity financing.

On October 21, 2024, we received written notification (the “Market Capitalization Notice”) from the NYSE that we no longer satisfy the continued listing standard set forth under Section 802.01B of the NYSE Listed Company Manual (the “NYSE Manual”) because our average global market capitalization was less than $50,000,000 over a consecutive 30 trading-day period that ended on October 18, 2024 and, at the same time, our last reported stockholders’ equity was less than $50,000,000. In accordance with applicable NYSE procedures, we developed and submitted a plan (the “Market Capitalization Plan”) to the NYSE demonstrating how we intend to regain compliance with such continued listing standard within 18 months of our receipt of the Market Capitalization Notice, which was reviewed and accepted by the Listings Operations Committee of the NYSE. We are subject to quarterly review for compliance with the Market Capitalization Plan, and if we fail to meet material aspects of the Market Capitalization Plan or any quarterly milestones contained in the Market Capitalization Plan, the NYSE may commence suspension and delisting procedures prior to the end of the cure period.

On April 30, 2025, we received written notification from the NYSE that we no longer satisfy the continued listing standard set forth in Section 802.01C of the NYSE Manual (the “Price Criteria”) because, as of April 29, 2025, the average closing share price of our common stock was less than $1.00 over a consecutive 30 trading-day period. Under the NYSE’s rules, a listed company is generally afforded a six-month period following the receipt of such a notice from the NYSE to regain compliance. However, the NYSE’s rules provide for an exception to the six-month cure period if a company determines that, if necessary, it will cure the price condition by taking an action that will require approval of its stockholders; in such a case, the company must obtain the approval of its stockholders by no later than its next annual meeting and implement the action promptly thereafter, and the price condition will be deemed cured if the share price promptly exceeds $1.00 per share and the price remains above the level for at least the following 30 trading days. We intend to submit a proposal to approve a reverse split of our common stock at our 2026 Annual Meeting of Stockholders in order to cure the minimum share price deficiency; however, we can give no assurance that our stockholders will approve the proposal by the required vote or that we will be successful in regaining compliance with the Price Criteria after implementing a reverse stock split.

If we do not regain compliance with the continued listing standards set forth under Section 802.01B and Section 802.01C of the NYSE Manual within the applicable cure periods, or we do not make progress consistent with the Market Capitalization Plan, the NYSE may initiate proceedings to delist our common stock. The NYSE may also commence accelerated delisting actions if our common stock trades at an “abnormally low” price or if our average market capitalization falls below $15 million over a 30 trading-day period.

A delisting of our common stock from the NYSE could negatively impact us as it would likely reduce the liquidity and market price of our common stock and thus (i) reduce the number of investors willing to hold or acquire our common stock, which would negatively impact our ability to access equity markets and obtain financing, and (ii) impair our ability to provide equity incentives to our employees.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.


Exhibit Number						Description
3.1						Third Amended and Restated Certificate of Incorporation of Nine Energy Service, Inc., dated January 23, 2018 (Incorporated by reference to Exhibit 3.1 of Nine Energy Service, Inc.’s Current Report on Form 8-K filed on January 23, 2018).

3.2						Fourth Amended and Restated Bylaws of Nine Energy Service, Inc., dated January 23, 2018 (Incorporated by reference to Exhibit 3.2 of Nine Energy Service, Inc.’s Current Report on Form 8-K filed on January 23, 2018).

10.1*						Form of Indemnification Agreement between Nine Energy Service, Inc. and its directors and certain officers.

31.1*						Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2**						Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101*						Interactive Data Files (Formatted as inline XBRL).

104*						Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.

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.

Nine Energy Service, Inc.

Date:

October 30, 2025

By:

/s/ Ann G. Fox

Ann G. Fox

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date:

October 30, 2025

By:

/s/ Guy Sirkes

Guy Sirkes

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Nine Energy Service, Inc. 10-Q