UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File No. 001-08726

RPC, INC.

(Exact name of registrant as specified in its charter)

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

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

(404) 321-2140

(Registrant’s telephone number, including area code)

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


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

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

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

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


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

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

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

As of ~~April~~July 18, 2025, RPC, Inc. had 220,~~564~~616,~~506~~884 shares of common stock outstanding.

Table of Contents

RPC, INC. AND SUBSIDIARIES

Table of Contents

		Page No.
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – As of ~~March~~June 3130, 2025, and December 31, 2024	3

	Consolidated Statements of Operations – For the three and six months ended ~~March~~June 3130, 2025, and 2024	4

	Consolidated Statements of Comprehensive Income – For the three and six months ended ~~March~~June 3130, 2025, and 2024	5

	Consolidated Statements of Stockholders’ Equity – For the three and six months ended ~~March~~June 3130, 2025, and 2024	6

	Consolidated Statements of Cash Flows – For the ~~three~~six months ended ~~March~~June 3130, 2025, and 2024	7

	Notes to Consolidated Financial Statements	8 – 2022

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123 – 2933

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2933

Item 4.	Controls and Procedures	2933

Part II. Other Information

Item 1.	Legal Proceedings	3035

Item 1A.	Risk Factors	3035

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	3035

Item 3.	Defaults upon Senior Securities	3035

Item 4.	Mine Safety Disclosures	3035

Item 5.	Other Information	3035

Item 6.	Exhibits	3137

Signatures		3238

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF ~~MARCH~~JUNE 3130, 2025, AND DECEMBER 31, 2024

(In thousands, except share and par value data)


	~~March~~June 3130,		December 31,
	2025		2024
ASSETS		(Unaudited)		Note 1
Cash and cash equivalents	$	~~326~~162,~~724~~113	$	325,975
Accounts receivable, net of allowance for credit losses of $6,918 as of March 31, 2025 and $7,906 as of December 31, 2024		252,268		276,577
Accounts receivable, net of allowance for credit losses of $6,907 as of June 30, 2025 and $7,906 as of December 31, 2024		303,353		276,577
Inventories		~~109~~117,~~761~~701		107,628
Income taxes receivable		891,305		4,332
Prepaid expenses		13,~~182~~917		16,136
Other current assets		2,021		2,194
Retirement plan assets		31,489		—
Total current assets		704,045		732,842
Other current assets		12,031		2,194
Property, plant and equipment, less accumulated depreciation of $874,056 as of March 31, 2025 and $860,227 as of December 31, 2024		503,910		513,516
Total current assets		641,909		732,842
Operating lease right-of-use assets		26,023		27,465
Property, plant and equipment, less accumulated depreciation of $896,881 as of June 30, 2025 and $860,227 as of December 31, 2024		560,936		513,516
Finance lease right-of-use assets		4,682		4,400
Operating lease right-of-use assets		24,801		27,465
Goodwill		50,824		50,824
Finance lease right-of-use assets		5,886		4,400
Other intangibles, net		13,251		13,843
Goodwill		93,206		50,824
Retirement plan assets		30,674		30,666
Other intangibles, net		107,135		13,843
Other assets		12,510		12,933
Retirement plan assets		—		30,666
Total assets	$	1,345,919	$	1,386,489
Other assets		30,523		12,933
Total assets	$	1,464,396	$	1,386,489

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable	$	88132,~~760~~360	$	84,494
Accrued payroll and related expenses		2129,~~888~~931		25,243
Accrued insurance expenses		68,~~891~~375		7,942
Accrued state, local and other taxes		56,~~438~~514		3,234
Income taxes payable		35,~~010~~171		446
Unearned revenue		~~1,381~~—		45,376
Current portion of operating lease liabilities		7,~~033~~185		7,108
Current portion of finance lease liabilities and finance obligations		34,~~796~~290		3,522
Accrued expenses and other liabilities		4,101		4,548
Retirement plan liabilities		23,772		—
Total current liabilities		142,298		181,913
Current portion of notes payable		20,000		—
Long-term accrued insurance expenses		13,942		12,175
Accrued expenses and other liabilities		5,364		4,548
Long-term retirement plan liabilities		23,211		24,539
Total current liabilities		242,962		181,913
Long-term operating lease liabilities		19,599		21,724
Accrued insurance expenses		13,587		12,175
Long-term finance lease liabilities		491		559
Retirement plan liabilities		—		24,539
Other long-term liabilities		9,272		9,099
Note payable		30,000		—
Deferred income taxes		55,520		58,189
Operating lease liabilities		18,432		21,724
Total liabilities		264,333		308,198
Finance lease liabilities		1,156		559
Commitments and contingencies (Note 11)
Other long-term liabilities		12,827		9,099
Deferred income taxes		54,417		58,189
Total liabilities		373,381		308,198
Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.10 par value, 1,000,000 shares authorized, none issued		—		—
Common stock, $0.10 par value, 349,000,000 shares authorized, 216,019,054 and 214,972,351 shares issued and outstanding in 2025 and 2024, respectively		21,602		21,494
Common stock, $0.10 par value, 349,000,000 shares authorized, 220,616,884 and 214,972,351 shares issued and outstanding in 2025 and 2024, respectively		22,062		21,494
Capital in excess of par value		—		—
Retained earnings		1,~~062~~071,~~805~~483		1,059,625
Accumulated other comprehensive loss		(2,~~821~~530)		(2,828)
Total stockholders’ equity		1,~~081~~091,~~586~~015		1,078,291
Total liabilities and stockholders’ equity	$	1,~~345~~464,~~919~~396	$	1,386,489

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

Table of Contents

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025, AND 2024

(In thousands except per share data)

(Unaudited)


	Three months ended				Six months ended
	~~March~~June 3130,				June 30,
	2025		2024		2025		2024
Revenues	$	~~332~~420,~~877~~809	$	~~377~~364,~~833~~153	$	753,686	$	741,986
COSTS AND EXPENSES:
Cost of revenues (exclusive of depreciation and amortization shown separately below)		~~243~~317,~~895~~746		~~276~~262,~~609~~284		561,641		538,893
Selling, general and administrative expenses		4240,~~499~~825		4037,~~085~~406		83,324		77,491
Depreciation and amortization		35,623		30,004
Acquisition related employment costs		6,554		—		6,554		—
Gain on disposition of assets, net		(1,526)		(1,214)
Depreciation and amortization		42,347		32,333		77,970		62,337
Operating income		12,386		32,349
Gain on disposition of assets, net		(2,199)		(3,338)		(3,725)		(4,552)
Interest expense		(131)		(234)
Operating income		15,536		35,468		27,922		67,817
Interest income		3,395		2,965
Interest expense		(1,007)		(99)		(1,138)		(333)
Other income, net		885		767
Interest income		1,618		3,343		5,013		6,308
Income before income taxes		16,535		35,847
Other income, net		1,152		732		2,037		1,499
Income tax provision		4,505		8,380
Income before income taxes		17,299		39,444		33,834		75,291
Net income	$	12,030	$	27,467
Income tax provision		7,151		7,025		11,656		15,405

Net income	$	10,148	$	32,419	$	22,178	$	59,886
Earnings per share

Basic	$	0.06	$	0.13
Earnings per share
Diluted	$	0.06	$	0.13
Basic	$	0.05	$	0.15	$	0.10	$	0.28
Diluted	$	0.05	$	0.15	$	0.10	$	0.28

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

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RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025, AND 2024

(In thousands)

(Unaudited)


	Three months ended				Six months ended
	~~March~~June 3130,				June 30,
	2025		2024		2025		2024
Net income	$	1210,~~030~~148	$	2732,~~467~~419	$	22,178	$	59,886
Other comprehensive income (loss):
Foreign currency translation		7291		(~~113~~53)		298		(166)
Comprehensive income	$	1210,~~037~~439	$	2732,~~354~~366	$	22,476	$	59,720

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

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RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025, AND 2024

(In thousands)

(Unaudited)


	~~Three~~Six months ended ~~March~~June 3130, 2025
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss		Total
Balance, December 31, 2024	214,942	$	21,494	$	—	$	1,059,625	$	(2,828)	$	1,078,291
Stock issued for stock incentive plans, net	1,501		150		2,629		—		—		2,779
Stock purchased and retired	(424)		(42)		(2,629)		(197)		—		(2,868)
Net income	—		—		—		12,030		—		12,030
Cash dividends ($0.04 per share)	—		—		—		(8,653)		—		(8,653)
Foreign currency translation	—		—		—		—		7		7
Balance, March 31, 2025	216,019	$	21,602	$	—	$	1,062,805	$	(2,821)	$	1,081,586
Stock issued for stock incentive plans, net	4,598		460		2,885		—		—		3,345
Stock purchased and retired	—		—		(2,885)		2,885		—		—
Net income	—		—		—		10,148		—		10,148
Cash dividends ($0.04 per share)	—		—		—		(8,825)		—		(8,825)
Acquisition related employment costs	—		—		—		4,470		—		4,470
Foreign currency translation	—		—		—		—		291		291
Balance, June 30, 2025	220,617	$	22,062	$	—	$	1,071,483	$	(2,530)	$	1,091,015


	~~Three~~Six months ended ~~March~~June 3130, 2024
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss		Total
Balance, December 31, 2023	215,026	$	21,502	$	—	$	1,003,380	$	(2,369)	$	1,022,513
Stock issued for stock incentive plans, net	652		65		1,861		—		—		1,926
Stock purchased and retired	(1,331)		(133)		(1,861)		(7,888)		—		(9,882)
Net income	—		—		—		27,467		—		27,467
Cash dividends ($0.04 per share)	—		—		—		(8,621)		—		(8,621)
Foreign currency translation	—		—		—		—		(113)		(113)
Balance, March 31, 2024	214,347	$	21,434	$	—	$	1,014,338	$	(2,482)	$	1,033,290
Stock issued for stock incentive plans, net	662		67		2,615		—		—		2,682
Stock purchased and retired	—		—		(2,615)		2,615		—		—
Net income	—		—		—		32,419		—		32,419
Cash dividends ($0.04 per share)	—		—		—		(8,582)		—		(8,582)
Foreign currency translation	—		—		—		—		(53)		(53)
Balance, June 30, 2024	215,009	$	21,501	$	—	$	1,040,790	$	(2,535)	$	1,059,756

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

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RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025, AND 2024

(In thousands)

(Unaudited)


	~~Three~~Six months ended ~~March~~June 3130,
	2025		2024
OPERATING ACTIVITIES
Net income	$	1222,~~030~~178	$	2759,~~467~~886
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3577,~~623~~970		3062,~~004~~337
Stock-based compensation expense		26,~~779~~124		14,~~926~~608
Gain on disposition of assets, net		(13,~~526~~725)		(14,~~214~~552)
Deferred income tax (benefit) provision		(2,669)		730
Gain due to benefit plan financing arrangement		—		(1,151)
Other non-cash adjustments		27		135
Deferred income tax (benefit) provision		(3,772)		6,668
Acquisition related employment costs		6,554		—
Other non-cash adjustments		(193)		193
Decrease (increase) in assets:
Accounts receivable		2439,~~310~~678		(421,~~812)~~716
Income taxes receivable		43,~~243~~027		644,~~000~~016
Inventories		(2,~~138~~317)		(12,~~488~~648)
Prepaid expenses		2,~~955~~524		24,~~535~~750
Other current assets		~~165~~(579)		~~121~~75
Other non-current assets		414		(1,044)
Retirement plan assets		(823)		—
Increase (decrease) in liabilities:
Other non-current assets		(1,213)		(792)
Accounts payable		7,546		19,759
(Decrease) increase in liabilities:
Income taxes payable		2,564		1,335
Accounts payable		(21,350)		11,760
Unearned revenue		(43,995)		(15,171)
Income taxes payable		4,725		28
Accrued payroll and related expenses		(3,358)		(10,163)
Unearned revenue		(45,376)		(15,743)
Accrued insurance expenses		(1,051)		370
Accrued payroll and related expenses		1,644		(4,429)
Accrued state, local and other taxes		2,204		(263)
Accrued insurance expenses		433		414
Other accrued expenses		(365)		(2,168)
Accrued state, local and other taxes		2,494		1,147
Retirement plan liabilities		(1,328)		313
Other accrued expenses		273		(4,562)
Long-term accrued insurance expenses		1,767		400
Retirement plan liabilities		(767)		853
Other long-term liabilities		(332)		1,787
Long-term accrued insurance expenses		1,412		1,114
Net cash provided by operating activities		39,865		56,559
Other long-term liabilities		4,022		(1,201)
Net cash provided by operating activities		92,943		184,487

INVESTING ACTIVITIES
Capital expenditures		(3275,~~270~~323)		(52127,~~778~~799)
Proceeds from sale of assets		49,~~827~~496		38,~~772~~883
Net cash used for investing activities		(27,443)		(49,006)
Purchase of business, net of cash and debt assumed		(165,656)		—
Proceeds from benefit plan financing arrangement		—		2,380
Re-investment in benefit plan financing arrangement		—		(2,380)
Net cash used for investing activities		(231,483)		(118,916)

FINANCING ACTIVITIES
Payment of dividends		(817,~~653~~478)		(817,~~621~~203)
Repayment of debt assumed at acquisition		(4,502)		—
Cash paid for common stock purchased and retired		(2,868)		(9,858)
Cash paid for finance lease and finance obligations		(~~152~~474)		(~~185~~304)
Net cash used for financing activities		(1125,~~673~~322)		(1827,~~664~~365)

Net increase (decrease) in cash and cash equivalents		749		(11,111)
Net (decrease) increase in cash and cash equivalents		(163,862)		38,206
Cash and cash equivalents at beginning of period		325,975		223,310
Cash and cash equivalents at end of period	$	~~326~~162,~~724~~113	$	~~212~~261,~~199~~516

Supplemental cash flows disclosure:
Income tax payments, net	$	193	$	187
Income tax payments (refunds), net	$	7,498	$	(33,403)
Interest paid	$	43875	$	4284
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$	410,~~916~~322	$	1112,~~054~~494

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. GENERAL

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

In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~March~~June 3130, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

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

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

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

2. RECENT ACCOUNTING STANDARDS

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

~~Securities~~ASU ~~and~~2024-03: ~~Exchange~~Income ~~Commission~~Statement (~~SEC~~Topic 220): ~~Final~~Disaggregation ~~Rules:~~of ~~Climate~~Income ~~related~~Statement ~~Disclosure~~Expenses: ~~These~~The ~~rules~~amendments ~~require~~in ~~disclosures~~this ~~relating~~ASU torequire ~~climate-related~~public ~~risks~~companies ~~and~~to ~~risk~~disclose, ~~management~~in asinterim ~~well as the board~~ and ~~management’s~~year-end ~~governance~~reporting ~~of such risks. In addition~~periods, ~~the~~additional ~~rules~~information ~~include~~about ~~requirements~~certain toexpenses ~~disclose~~in the financial ~~effects~~statements. ofThese ~~severe~~disclosures ~~weather~~are ~~events~~effective ~~and~~beginning ~~other~~with ~~natural~~2027 ~~conditions~~annual inreports, ~~the audited financial statements~~ and ~~disclose~~interim ~~information~~reports ~~about~~beginning ~~greenhouse~~with ~~gas~~the ~~emissions,~~second ~~subject~~quarter toof ~~a phased-in assurance requirement~~2028. ~~Several~~Early ~~petitions~~adoption ~~were~~is ~~filed~~permitted ~~challenging~~on ~~these~~either ~~climate-related~~a ~~disclosure~~prospective ~~rules~~or ~~and,~~retrospective inbasis. ~~April~~The ~~2024,~~Company ~~the~~is ~~SEC~~currently ~~voluntarily~~assessing ~~stayed~~ the ~~rules,~~potential ~~pending~~impact ~~completion~~ of ~~judicial~~adoption ~~review.~~of Onthese ~~March~~provisions ~~27,~~on ~~2025,~~ the ~~SEC~~consolidated ~~voted~~financial ~~to end its defense of this Climate-related Disclosure~~statements.

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

3. ACQUISITION

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

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Overnight Financing Rate (“SOFR”), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate.

The Stock Consideration and 50% of the Seller Note (together “Contingent Consideration”) are subject to continued employment of Seller for a period of three years and is subject to automatic forfeiture in the event of Seller termination. In accordance with US GAAP, the Contingent Consideration is not accounted for as part of purchase price. As of Closing Date, the Company evaluated the fair value of the Seller Note using a market interest rate based on the Company’s IBR (“Incremental Borrowing Rate”). As the contractual interest rate on the Seller Note (6.0% based on prevailing SOFR) was materially consistent with the estimated market rate, the Seller Note was recorded on the Consolidated Balance Sheet at the estimated present value of $50.0 million as Current portion of notes payable and Notes payable in the non-current section of Total liabilities, as appropriate. The Company recognized an acquisition related employment obligation asset for $25 million, related to the 50% of the Seller Note, that is part of the Contingent Consideration. This asset is being amortized over the three-year service period on a straight-line basis and reflected as part of Other assets in the current and non-current sections of Total assets on the Consolidated Balance Sheet.

An additional net of tax amount totaling $28.7 million, (“Redistribution Payments”) paid by the Seller out of Closing Cash, is subject to continued employment obligation with RPC for a period of three years from the Closing Date. The Stock Consideration and Redistribution Payments are being amortized over the three-year service period and recorded as Acquisition related employment costs and Additional Paid in Capital.

Non-cash expenses related to the Contingent Consideration and the Redistribution Payments are reflected as Acquisition related employment costs in the Consolidated Statement of Operations. For the three months ended June 30, 2025, this amount totaled $6.6 million.

The Company incurred transaction expenses of approximately $698 thousand and $977 thousand for the three and six months ended June 30, 2025, respectively, which are included in Selling, general and administrative expenses within the Company’s Consolidated Statements of Operations.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), primarily using Level 3 inputs. The preliminary purchase price allocation was based upon valuation information that was available to determine the preliminary fair value of certain assets and liabilities, including goodwill. The preliminary purchase price allocation is subject to change, as additional information about the fair value of the individual assets and liabilities becomes available and adjustments to net working capital are finalized. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date.

The purchase price under US GAAP was $193.7 million, which consisted of Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $1.3 million of contractual adjustments for Pintail’s net working capital, cash and debt. The Merger Agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize by the end of fiscal year 2025, which will be reflected as part of purchase price allocation.

The Company assumed finance leases related to trucks and operating leases for both vehicles and certain real estate. There were no favorable or unfavorable market terms for the leases.

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

~~3. REVENUES~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The preliminary allocation of purchase price recorded for Pintail under US GAAP was as follows:


	Amount
Cash and cash equivalents	$	3,000
Accounts receivable		66,268
Inventories		7,544
Prepaid expenses		302
Property, plant and equipment, net		49,310
Operating lease right-of-use assets		541
Finance lease right-of-use assets		1,134
Other intangibles, net		96,900
Other assets		6
Total assets		225,005

Accounts payable		(52,601)
Accrued payroll and related expenses		(4,911)
Accrued state, local and other taxes		(1,498)
Current portion of notes payable		(4,375)
Current portion of operating lease liabilities		(514)
Accrued expenses and other liabilities		(8,673)
Long-term finance lease liabilities		(1,159)
Total liabilities		(73,731)
Net assets acquired		151,274
Preliminary purchase price allocation		193,656
Goodwill recorded	$	42,382

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

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


		Preliminary Fair Value	Estimated Useful Life
(in thousands)
Customer relationships	$	86,800	10
Trade names and trademarks		10,100	10
Intangible assets acquired	$	96,900

The fair value of customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.

The fair value of trade names was valued using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.

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

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

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purchase accounting adjustments. Pintail’s operating results are included in the Consolidated Statements of Operations for the period from Apil 1, 2025 to June 30, 2025.

The following unaudited pro forma financial information presents the Company’s results of operations for the three and six months ended June 30, 2025, and 2024, as if the acquisition of Pintail had occurred on January 1, 2024. The unaudited pro forma information includes adjustments for intangible assets acquired, step-ups in the fair value of Property, plant and equipment, removal of non-recurring transaction costs directly associated with the Merger, and interest expense on the Seller Note, as well as the Acquisition related employment costs of $6.6 million and $13.2 million, respectively, associated with the Contingent Consideration and Redistribution Payments. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of Pintail been completed on January 1, 2024. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Pintail.


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
(in thousands)
Revenues	$	420,809	$	466,513	$	861,438	$	944,873
Net income		10,644		44,408		26,331		75,736

4. REVENUES

Accounting Policy:

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

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

Nature of services:

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

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

Technical Services

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

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Support Services

●

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

●

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

Payment terms:

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

Significant judgments:

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

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Disaggregation of revenues:

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

Contract balances:

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


	~~March~~June 3130,		December 31,
	2025		2024
(in thousands)
Unbilled trade receivables	$	4437,~~316~~424	$	60,951

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

Unearned revenue

Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. OfAll of the $45.4 million recorded as unearned revenue as of December 31, 2024, wehas been recognized ~~$44.0 million~~ as revenues during the ~~first~~six ~~quarter~~months ofended ~~2025.~~June We30, ~~expect to satisfy the remaining performance obligation in the second quarter of~~ 2025 ~~and therefore recognize the balance of $1~~.~~4 million as revenues during that period.~~

45. STOCK-BASED COMPENSATION

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

In the first quarter of 2025, the Company issued 1,534,875 time-lapse restricted shares under the 2024 Stock incentive Plan, to certain employees that will vest ratably over a period of three years. In addition, the Company granted performance share unit awards to its executive officers that vest based on the achievement of pre-established financial performance targets together with a modifier for stock performance based on total shareholder return. The awards will be issued at different levels based on the financial and stock performance achieved with a three-year cliff vesting. The grant date fair value of the awards was determined with the assistance of a third-party specialist based on a range of potential outcomes relative to the market condition. The Company periodically evaluates the portion of awards that are probable to vest and updates the compensation expense accrual accordingly. 12

As of March 31, 2025, there were 5,794,629 shares available for grant under the Company’s 2024 Stock Incentive Plan. In addition, there were 356,692 shares available under the 2014 Stock Incentive plan that are reserved for the potential vesting of performance stock unit awards granted in 2023.

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(Unaudited)

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

56. DEPRECIATION AND AMORTIZATION

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


	Three months ended				Six months ended
	~~March~~June 3130,				June 30,
		2025		2024		2025		2024
(in thousands)
Cost of revenues	$	3236,~~430~~595	$	2729,~~320~~524	$	69,025	$	56,844
Selling, general and administrative expenses		35,~~193~~752		2,~~684~~809		8,945		5,493
Total	$	3542,~~623~~347	$	3032,~~004~~333	$	77,970	$	62,337

67. INCOME TAXES

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

For the three months ended ~~March~~June 3130, 2025, the effective rate reflects a provision of 2741.23% ~~percent~~ compared to a provision of 2317.48% ~~percent~~for the comparable period in the prior year. For the six months ended June 30, 2025, the effective rate reflects a provision of 34.5% compared to a provision of 20.5% for the comparable period in the prior year. The increase in effective tax rate is primarily due to aAcquisition ~~stronger~~related ~~impact~~employment ofcosts ~~detrimental~~which ~~permanent~~both ~~and~~contributed ~~discrete~~to ~~adjustments on~~ a ~~decreased~~lower ~~pretax~~pre-tax income and included a non-deductible component.

7On July 4, 2025, the United States Congress passed budget reconciliation bill H. ~~EARNINGS~~R. ~~PER~~1 ~~SHARE~~referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated depreciation on fixed asset additions. As the legislation was signed into law after the close of our second quarter, our operating results for the six months ended June 30, 2025, does not include any adjustments related to it. The Company is in the process of evaluating the OBBBA and has not estimated its financial impact at this time.

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


	Three months ended
	March 31,
	2025		2024
(in thousands)
Net income available for stockholders	$	12,030	$	27,467
Less: Adjustments for earnings attributable to participating securities		(213)		(423)
Net income used in calculating earnings per share	$	11,817	$	27,044

Weighted average shares outstanding (including participating securities)		215,691		215,001
Adjustment for participating securities		(3,769)		(3,310)
Shares used in calculating basic and diluted earnings per share		211,922		211,691

8. EARNINGS PER SHARE

8. CURRENT EXPECTED CREDIT LOSSES

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

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(Unaudited)

restricted shares of common stock (participating securities) outstanding and a reconciliation of outstanding weighted average shares:

timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
(in thousands)
Net income available for stockholders	$	10,148	$	32,419	$	22,178	$	59,886
Less: Adjustments for earnings attributable to participating securities		(21)		(533)		(256)		(953)
Net income used in calculating earnings per share	$	10,127	$	31,886	$	21,922	$	58,933

Weighted average shares outstanding (including participating securities)		220,610		214,844		218,150		214,922
Adjustment for participating securities		(8,390)		(3,603)		(6,080)		(3,457)
Shares used in calculating basic and diluted earnings per share		212,220		211,241		212,070		211,465

9. CURRENT EXPECTED CREDIT LOSSES

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



	~~Three~~Six months ended
	~~March~~June 3130,
	2025		2024
(in thousands)
Beginning balance	$	7,906	$	7,109
Provision (benefit) for current expected credit losses		130		(878)
Provision for current expected credit losses		207		294
Write-offs		(1,~~138~~264)		(~~599~~673)
Recoveries collected (net of expenses)		2058		223
Ending balance	$	6,~~918~~907	$	56,~~634~~753

910. INVENTORIES

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


	~~March~~June 3130,		December 31,
(in thousands)	2025		2024
Raw materials and supplies	$	99102,~~548~~250	$	97,857
Finished goods		1015,~~213~~451		9,771
Ending balance	$	109,761	$	107,628
Total Inventory	$	117,701	$	107,628

~~10. OTHER INTANGIBLES, NET~~14

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


			March 31, 2025				December 31, 2024
	Estimated Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
(in thousands)
Finite-lived Intangibles:
Customer relationships	10	$	10,000	$	(1,750)	$	10,000	$	(1,500)
Trade names and trademarks	10		3,519		(879)		3,519		(799)
Software licenses	3		5,350		(2,989)		5,350		(2,727)
		$	18,869	$	(5,618)	$	18,869	$	(5,026)

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11. OTHER INTANGIBLES, NET


			June 30, 2025				December 31, 2024
	Estimated Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
(in thousands)
Finite-lived Intangibles:
Customer relationships	10	$	96,800	$	(4,170)	$	10,000	$	(1,500)
Trade names and trademarks	10		13,619		(1,211)		3,519		(799)
Software licenses	3		5,350		(3,253)		5,350		(2,727)
		$	115,769	$	(8,634)	$	18,869	$	(5,026)

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

Amortization expense for each of the periods presented follows:


	Three months ended				Six months ended
	~~March~~June 3130,				June 30,
(in thousands)		2025		2024
		2025		2024		2025		2024
Amortization of finite-lived intangible assets	$	593	$	523
(in thousands)
Amortization of finite-lived intangible assets	$	3,017	$	422	$	3,610	$	945

Estimated future amortization expense based on balances as of ~~March~~June 3130, 2025, were as follows: $16.80 million for the remainder of 2025; ~~$2.4~~and ~~million~~approximately ~~for the year 2026;~~ $~~1.8~~12 million for the ~~year 2027 and $1.3 million for the~~ years ~~2028~~2026 ~~and~~through 2029.

1112. COMMITMENTS AND CONTINGENCIES

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

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

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

1213. RETIREMENT PLANS

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

The Company permitted through December 31, 2024, selected highly compensated employees to defer a portion of their compensation to the SERP. The liabilities related to these deferrals are recognized as Long term retirement plan liabilities in the Consolidated Balance Sheet.

The Company maintains certain securities primarily in mutual funds and company-owned life insurance policies as a funding source to satisfy the obligation of the SERP that have been classified as trading and are stated at fair value totaling $30.7 million as of both March 31, 2025, and December 31, 2024. Trading losses related to the SERP assets totaled $20 thousand during the three months ended March 31, 2025, compared to trading gains of $1.2 million during the three months ended March 31, 2024. The SERP assets are reported in Retirement plan assets in the accompanying Consolidated Balance Sheets and changes in the fair value of these assets are reported in the accompanying Consolidated Statements of Operations as compensation cost in Selling, general and administrative expenses.

The SERP liabilities include participant deferrals, net of distributions, and are stated at fair value of approximately $23.2 million as of March 31, 2025, and $24.5 million as of December 31, 2024. The SERP liabilities are reported in the accompanying Consolidated Balance Sheets in Long-term retirement plan liabilities and any change in the fair value is recorded as compensation cost within Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Changes in the fair value of the SERP liabilities was the result of an increase of $11 thousand due to unrealized gains on participant balances during the three months ended March 31, 2025, compared to an increase of $1.3 million due to unrealized gains on participant balances during the three months ended March 31, 2024.

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(Unaudited)

currently held in the Rabbi Trust. As of June 30, 2025, the Retirement plan assets and Retirement plan liabilities related to the SERP are reported as part of current assets and current liabilities in the accompanying Consolidated Balance Sheet.

The Company permitted, through December 31, 2024, selected highly compensated employees to defer a portion of their compensation to the SERP. The Company maintains certain securities primarily in mutual funds and company-owned life insurance policies as a funding source to satisfy the obligations of the SERP that have been classified as trading and are stated at fair value totaling $31.5 million as of June 30, 2025, and $30.7 million as of December 31, 2024. Trading gains related to the SERP assets totaled $789 thousand during the three months ended June 30, 2025, compared to trading gains of $425 thousand during the three months ended June 30, 2024. Trading gains related to the SERP assets totaled $769 thousand during the six months ended June 30, 2025, compared to trading gains of $1.7 million during the six months ended June 30, 2024. As of June 30, 2025, the SERP assets are reported in Current retirement plan assets in the accompanying Consolidated Balance Sheets. Changes in the fair value of these assets are reported in the accompanying Consolidated Statements of Operations as compensation cost in Selling, general and administrative expenses.

The SERP liabilities include participant deferrals, net of distributions, and are stated at fair value of approximately $23.8 million as of June 30, 2025, and $24.5 million as of December 31, 2024. As of June 30, 2025 the SERP liabilities are reported in the accompanying Consolidated Balance Sheets in current retirement plan liabilities. Changes in fair value is recorded as compensation cost within Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Changes in the fair value of the SERP liabilities was the result of an increase of $804 thousand due to unrealized gains on participant balances during the three months ended June 30, 2025, compared to an increase of $454 thousand due to unrealized gains on participant balances during the three months ended June 30, 2024. Changes in the fair value of the SERP liabilities resulted in unrealized gains of $815 thousand during the six months ended June 30, 2025, compared to unrealized gains of $1.7 million during the six months ended June 30, 2024.

1314. NOTES PAYABLE ~~TO BANKS~~

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

Under the Credit Agreement, when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million: (i) the consolidated leverage ratio cannot exceed 2.50:1.00 and (ii) the debt service coverage ratio must be equal to or greater than 2.00:1.00; otherwise, the minimum tangible net worth must be greater than or equal to $400 million. As of both ~~March 31~~June 30, 2025, and ~~March~~June 3130, 2024, the Company was in compliance with these covenants.

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

●

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

●

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

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

~~As of March 31, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $~~16.1 million; therefore, a total of $83.9 million of the facility was available. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, and interest paid on the credit facility were as follows for the periods indicated:


	Three months ended
	March 31,
Years Ended December 31,
(in thousands)	2025		2024
Interest incurred	$	73	$	73
Interest paid		43		42

14. FAIR VALUE DISCLOSURES

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

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of June 30, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $15.8 million; therefore, a total of $84.2 million of the facility was available. During the second quarter of 2025, the Company assumed a Seller Note as part of the Pintail acquisition; see Note 3 for additional details related to the Seller Note. Interest incurred, which includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, and interest paid on the Seller Note and the credit facility were as follows for the periods indicated:

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


	Three months ended				Six months ended
	June 30,				June 30,
(in thousands)	2025		2024		2025		2024
Interest incurred	$	878	$	74	$	951	$	147
Interest paid		832		42		875		84

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

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

Trading securities are comprised of the SERP assets, as described in the note titled Retirement Plans, and are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance or investment company. Significant observable inputs, in addition to quoted market prices, were used to value the equity securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended March 31, 2025, there were no significant transfers in or out of levels 1, 2 or 3.

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

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

15. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:


		Foreign
		Currency
(in thousands)		Translation
Balance at December 31, 2024	$	(2,828)
Change during the period:
Before-tax amount		7
Balance at March 31, 2025	$	(2,821)


		Foreign
	Currency
(in thousands)	Translation
Balance at December 31, 2023	$	(2,369)
Change during the period:
Before-tax amount		(113)
Balance at March 31, 2024	$	(2,482)

16. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED

The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market. During the three months ended March 31, 2025, there were no shares repurchased by the Company in the open market. As of March 31, 2025, there were 12,768,870 shares remaining available to be repurchased. The program does not have a preset expiration date. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases,

15. FAIR VALUE DISCLOSURES

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

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

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

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

16. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:

in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.


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


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

17. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED

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

Shares purchased for withholding taxes represent taxes due upon vesting of time-lapse restricted shares granted to employees. ~~Total share repurchases for 2025 and 2024 year to date are detailed below:~~



	Three months ended March 31, 2025						Three months ended March 31, 2024
	No. of Shares			Avg. Price		Total Cost	No. of Shares			Avg. Price	Total Cost
(in thousands except per share data)
Shares purchased for withholding taxes		424	$	6.76	$	2,868		323	$	9.24	$	2,346
Open market purchases		—		—		—		1,010		7.58		7,512
Total		424	$	6.76	$	2,868		1,333	$	7.74	$	9,858

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



	Six months ended June 30, 2025						Six months ended June 30, 2024
	No. of Shares			Avg. Price		Total Cost	No. of Shares			Avg. Price	Total Cost
(in thousands except per share data)
Shares purchased for withholding taxes		424	$	6.76	$	2,868		323	$	9.24	$	2,346
Open market purchases		—		—		—		1,010		7.58		7,512
Total		424	$	6.76	$	2,868		1,333	$	7.74	$	9,858

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

1718. BUSINESS SEGMENT AND ENTITY WIDE DISCLOSURES

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

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

Support Services consist primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.18

The Company’s Chief Operating Decision Maker (CODM) assesses performance and makes resource allocation decisions regarding, among others, staffing, growth and maintenance capital expenditures and key initiatives based on the operating segments outlined above.

The accounting policies of the reportable segments are the same as those referenced in Note 1 to the consolidated financial statements. Gains or losses on disposition of assets are reviewed on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Intersegment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.

RPC's CODM is its Chief Executive Officer. For each of the reportable segments, the CODM uses operating income to allocate resources (equipment, financial, and human resources).

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

personnel intensive businesses. The Company considers all of these services to be closely integrated oil and gas well servicing businesses and makes resource allocation and performance assessment decisions based on this operating segment as a whole across these various services.

RPC's CODM is its Chief Executive Officer. For each of the reportable segments, the CODM uses operating income to allocate resources (equipment, financial, and human resources).

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

Three months ended

Six months ended

June 30,

Technical

Support

Technical

Support

Services

Total

Services

Total

(in thousands)

2025

Revenues

396,754

24,055

420,809

708,598

45,088

753,686

Employment costs ⁽¹⁾

97,550

5,314

102,864

174,886

10,567

185,453

Materials and supplies

110,998

955

111,953

185,467

1,795

187,262

Maintenance & repairs

50,055

2,924

52,979

95,516

5,546

101,062

Fleet and transportation

13,458

683

14,141

23,609

1,488

25,097

Other cost of revenues ⁽²⁾

34,484

1,325

35,809

60,316

2,451

62,767

Cost of revenues (exclusive of depreciation and amortization)

306,545

11,201

317,746

539,794

21,847

561,641

Employment costs ⁽¹⁾

15,498

2,628

18,126

30,550

5,117

35,667

Enterprise shared services ⁽³⁾

9,286

416

9,702

19,145

885

20,030

Other selling, general and administrative expenses ⁽⁴⁾

7,058

1,786

8,844

14,476

3,213

17,689

Selling, general and administrative expenses

31,842

4,830

36,672

64,171

9,215

73,386

Segment depreciation and amortization

36,403

4,226

40,629

68,666

7,567

76,233

Segment operating income

21,964

3,798

25,762

35,967

6,459

42,426

Unallocated corporate expenses ⁽⁵⁾

5,871

11,675

Acquisition related employment costs

6,554

(Gain) on sale of assets

(2,199)

(3,725)

Operating income

15,536

27,922

~~Significant segment expense by reportable segment for the three months ended March 31, 2025 and 2024 are shown in the following tables:~~



	Technical		Support
	Services		Services		Total
(in thousands except headcount)
2025
Revenues	$	311,844	$	21,033	$	332,877

Employment costs (1)		77,336		5,253		82,589
Materials and supplies		74,469		840		75,309
Maintenance & repairs		45,461		2,622		48,083
Fleet and transportation		10,151		805		10,956
Other cost of revenues (2)		25,832		1,126		26,958
Cost of revenues (exclusive of depreciation and amortization)	$	233,249	$	10,646	$	243,895

Employment costs (1)		15,052		2,489		17,541
Enterprise shared services (3)		9,859		469		10,328
Other selling, general and administrative expenses (4)		7,418		1,427		8,845
Selling, general and administrative expenses	$	32,329	$	4,385	$	36,714

Segment depreciation and amortization		32,263		3,341		35,604
Segment operating income	$	14,003	$	2,661	$	16,664
Unallocated corporate expenses (5)						5,804
(Gain) on sale of assets						(1,526)
Operating income					$	12,386


	Technical		Support
	Services		Services		Total
(in thousands except headcount)
2024
Revenues	$	356,394	$	21,439	$	377,833

Employment costs (1)		77,152		5,187		82,339
Materials and supplies		94,490		785		95,275
Maintenance & repairs		50,306		2,796		53,102
Fleet and transportation		17,835		792		18,627
Other cost of revenues (2)		26,009		1,257		27,266
Cost of revenues (exclusive of depreciation and amortization)	$	265,792	$	10,817	$	276,609

Employment costs (1)		15,577		2,445		18,022
Enterprise shared services (3)		8,572		413		8,985
Other selling, general and administrative expenses (4)		7,327		1,350		8,677
Selling, general and administrative expenses	$	31,476	$	4,208	$	35,684

Segment depreciation and amortization		27,170		2,815		29,985
Segment operating income	$	31,956	$	3,599	$	35,555
Unallocated corporate expenses (5)						4,420
(Gain) on sale of assets						(1,214)
Operating income					$	32,349

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


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

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

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

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

The table below shows the reconciliation of segment totals to the consolidated level for the three and six months ended ~~March~~June 3130, 2025 and 2024:


	Three months ended June 30,
	Technical		Support		Segment		Unallocated		Consolidated
	Services		Services		Total		Total		Total
(in thousands)
2025
Selling, general and administrative expenses	$	3231,~~329~~842	$	4,~~385~~830	$	36,~~714~~672	$	54,~~785~~153	$	4240,~~499~~825
Depreciation and amortization		3236,~~263~~403		34,~~341~~226		3540,~~604~~629		191,718		3542,~~623~~347
Capital expenditures (1)		2232,~~543~~451		86,~~401~~343		3038,~~944~~794		14,~~326~~259		3243,~~270~~053
Total assets (2)	$	862,481	$	86,443	$	948,924	$	396,995	$	1,345,919
Total assets, end of period (2)	$	1,102,165	$	97,089	$	1,199,254	$	265,142	$	1,464,396
2024
Selling, general and administrative expenses	$	31,~~476~~567	$	4,~~208~~243	$	35,~~684~~810	$	41,~~401~~596	$	4037,~~085~~406
Depreciation and amortization		2728,~~170~~620		2,~~815~~862		2931,~~985~~482		19851		3032,~~004~~333
Capital expenditures (1)		4371,~~869~~348		73,~~813~~107		5174,~~682~~455		~~1,096~~566		5275,~~778~~021
Total assets (2)	$	897,462	$	79,763	$	977,225	$	320,008	$	1,297,233
Total assets, end of period (2)	$	914,418	$	81,375	$	995,793	$	329,453	$	1,325,246

(1) Unallocated total primarily related to corporate capital expenditures.

(2) Unallocated total primarily consists of cash and cash equivalents of $326.7 million and $212.2 million managed at corporate for the months ended March 31, 2025 and 2024, respectively.

The following summarizes revenues for the United States and separately for all international locations combined for the three months ended March 31, 2025, and 2024. The revenues are presented based on the location of the use of the equipment or services. Assets related to international operations are less than 10% of RPC’s consolidated assets, and therefore are not presented.


	Three months ended
	March 31,
	2025		2024
(in thousands)
United States revenues	$	324,879	$	367,938
International revenues		7,998		9,895
Total revenues	$	332,877	$	377,833

1820

Table of Contents

RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Six months ended June 30,
	Technical		Support		Segment		Unallocated		Consolidated
	Services		Services		Total		Total		Total
(in thousands)
2025
Selling, general and administrative expenses	$	64,171	$	9,215	$	73,386	$	9,938	$	83,324
Depreciation and amortization		68,666		7,567		76,233		1,737		77,970
Capital expenditures ⁽¹⁾		54,994		14,744		69,738		5,585		75,323
2024
Selling, general and administrative expenses	$	63,043	$	8,451	$	71,494	$	5,997	$	77,491
Depreciation and amortization		55,790		5,677		61,467		870		62,337
Capital expenditures ⁽¹⁾		115,217		10,920		126,137		1,662		127,799

~~Segment~~(1) ~~Revenues:~~Unallocated total primarily related to corporate and enterprise services capital expenditures.

~~RPC’s~~(2) ~~operating~~Unallocated ~~segment~~total ~~revenues~~primarily byconsists ~~major~~of ~~service~~cash ~~lines~~and ~~are~~cash ~~shown~~equivalents inof $162.1 million and $261.5 million managed at corporate for the ~~following~~months ~~table:~~ended June 30, 2025 and 2024, respectively.


	Three months ended
	March 31,
	2025		2024
(in thousands)
Technical Services:
Pressure Pumping	$	133,617	$	176,256
Downhole Tools		93,865		93,794
Coiled Tubing		31,930		33,168
Cementing		27,662		27,751
Nitrogen		7,912		9,550
Snubbing		7,336		4,856
All other		9,522		11,019
Total Technical Services		311,844		356,394

Support Services:
Rental Tools		15,402		15,974
All other		5,631		5,465
Total Support Services		21,033		21,439

Total revenues	$	332,877	$	377,833

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


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
(in thousands)
United States revenues	$	412,347	$	353,478	$	737,226	$	721,416
International revenues		8,462		10,675		16,460		20,570
Total revenues	$	420,809	$	364,153	$	753,686	$	741,986

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Segment Revenues:

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


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
(in thousands)
Technical Services:
Pressure Pumping	$	109,197	$	147,156	$	242,814	$	323,412
Downhole Tools		99,587		100,670		193,452		194,464
Coiled Tubing		35,690		38,984		67,620		72,152
Wireline		103,924		5,193		107,842		9,400
Cementing		27,625		28,038		55,287		55,789
Nitrogen		8,150		8,346		16,062		17,896
Snubbing		7,416		5,278		14,752		10,134
All other		5,165		7,819		10,769		14,631
Total Technical Services		396,754		341,484		708,598		697,878

Support Services:
Rental Tools		17,955		17,422		33,357		33,396
All other		6,100		5,247		11,731		10,712
Total Support Services		24,055		22,669		45,088		44,108

Total revenues	$	420,809	$	364,153	$	753,686	$	741,986

18. SUBSEQUENT EVENTS

~~Acquisition of Pintail Alternative Energy, LLC.~~

Effective April 1, 2025, the Company completed its acquisition of all of the limited liability company membership interests in Pintail Alternative Energy, LLC (“Pintail”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), with two private individuals as representatives of the sellers19. SUBSEQUENT EVENT

Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin. Pintail operates more than 30 active fleets, and its conventional and electric wireline units are among the newest in the industry. The acquisition will build on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market.

The purchase price was $245 million for 100% of Pintail’s equity. The purchase price consisted of approximately $170 million cash-on-hand, $25 million of RPC common stock paid through the issuance of 4,545,454 shares of restricted common stock and $50 million in the form of a secured three-year note to one of the sellers. Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate (SOFR), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. The agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize during the second quarter of 2025. Pintail will be included in the Technical Services Segment, post-acquisition.

The Company will account for this transaction as a purchase of business under the acquisition method of accounting. The Company is currently evaluating the preliminary purchase price allocation, including the fair values of assets acquired and liabilities assumed. Accordingly, the full financial effects of the acquisition cannot be reasonably estimated at this time. The required disclosures under ASC 805, "Business Combinations" will be included in the Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Dividends

On ~~April~~July 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable ~~June~~September 10, 2025, to common stockholders of record at the close of business on ~~May~~August 911, 2025.

Other

On April 23, 2025, the Company filed a shelf registration statement on Form S-3 which has not yet been declared effective and is subject to potential SEC review. The shelf registration includes a base prospectus and allows us to offer any combination of securities described in the prospectus, which include common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The registration statement also registers the resale of up to 127,235,202 shares of our common stock held by members of our controlling stockholder group.

2022

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ITEM 2.

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

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements included elsewhere in this document. See also Forward-Looking Statements on page 2832.

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

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

During the ~~first~~second quarter of 2025, total revenues of $~~332~~420.98 million ~~decreased~~increased by $4556.07 million or 1115.96% compared to the same period in the prior year.

Operating profit was $1215.45 million for the three months ended ~~March~~June 3130, 2025, compared to $3235.35 million during the same period of 2024.

Net income for the three months ended ~~March~~June 3130, 2025, was $1210.01 million or $0.0605 diluted earnings per share compared to net income of $2732.54 million, or $0.1315 diluted earnings per share in the same period of 2024.

Net cash provided by operating activities decreased to $3992.9 million for the ~~three~~six months ended ~~March~~June 3130, 2025, compared to $56184.65 million infor the same period of 2024 ~~primarily due to a decrease in net income~~.

AsOn April 1, 2025 (the “Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its acquisition of ~~March~~Pintail 31Alternative Energy, ~~2025~~L.L.C (“Pintail”). Headquartered in Midland, ~~there~~Texas, ~~were~~Pintail nois ~~outstanding~~a ~~borrowings~~leading ~~under~~provider of oilfield wireline perforating services in the Permian Basin and operates more than 30 active fleets, and its conventional and electric wireline units are among the newest in the industry. The acquisition will build on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in our ~~credit~~Technical ~~facility~~Services Segment.

How We Evaluate Our Operations

WeOn ~~use~~the ~~Earnings~~Closing ~~Before Interest~~Date, ~~Taxes,~~100% ~~Depreciation~~of Pintail’s equity was automatically canceled and ~~Amortization~~converted into the right to receive (~~EBITDA~~i) $170 million in cash, ~~EBITDA~~without ~~margin~~interest, ~~and~~(ii) ~~Free~~$25 ~~cash~~million ~~flow~~of RPC common stock, ~~all~~which ~~non-GAAP~~was ~~measures~~paid by the issuance of 4,545,454 shares of restricted common stock of RPC to ~~evaluate~~one of the previous owners, and ~~analyze~~(iii) $50 million in the ~~financial~~form ~~performance~~of a secured note payable to Houston LP (the “Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate, for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. Beginning with second quarter of ~~our~~2025, ~~businesses~~the Company has begun interest payments on the Seller Note.

WeAs ~~believe that EBITDA and EBITDA margin are important indicators~~ of ~~our~~June ~~performance~~30, ~~and~~2025, ~~free~~there ~~cash~~were ~~flow~~no isoutstanding anborrowings ~~important~~under ~~indicator of~~ our ~~financial~~credit ~~condition and liquidity~~facility. ~~EBITDA~~How ~~margin~~We ~~reflects~~Evaluate EBITDA as a percentage of revenues. Management believes that EBITDA and EBITDA margin enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate needed cash from business operations, is an important financial measure for evaluating RPC’s financial condition and liquidity. Our definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Operations

~~EBITDA~~We ~~and~~use ~~EBITDA~~Earnings ~~margin~~Before ~~have~~Interest, ~~limitations~~Taxes, asDepreciation ~~analytical tools~~ and ~~should~~Amortization ~~not be considered as an alternative to net income/~~(~~loss~~EBITDA), ~~operating~~Adjusted ~~income/(loss)~~EBITDA, ~~and~~Adjusted ~~related~~EBITDA ~~margins,~~margin orand ~~any~~Free ~~other~~cash ~~measure~~flow, ofall ~~financial~~non-GAAP ~~performance~~measures, ~~presented~~to inevaluate ~~accordance~~and ~~with~~analyze ~~accounting principles generally accepted in~~ the ~~United~~operating ~~States~~performance of ~~America~~our ~~(GAAP)~~businesses. ~~Similarly, free cash flow should be considered~~

We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow are important indicators of performance. Adjusted EBITDA is defined as EBITDA, adjusted for unusual (income)/expenses. Adjusted EBITDA margin reflects Adjusted EBITDA as a percentage of revenues. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure. Management believes that Free cash flow, which measures our ability to generate needed cash from

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RPC, INC. AND SUBSIDIARIES

business operations, is an important financial measure for evaluating RPC’s financial condition. Our definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

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

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

Results of Operations


	Three months ended				Six months ended
	~~March~~June 3130,				June 30,
	2025		2024		2025		2024
(in thousands, except for percentages)
Revenues by business segment:
Technical	$	~~311~~396,~~844~~754	$	~~356~~341,~~394~~484	$	708,598	$	697,878
Support		2124,~~033~~055		2122,~~439~~669		45,088		44,108
Total revenue		~~332~~420,~~877~~809		~~377~~364,~~833~~153		753,686		741,986

Cost of revenues (exclusive of depreciation and amortization shown separately below)		~~243~~317,~~895~~746		~~276~~262,~~609~~284		561,641		538,893
Selling, general and administrative expenses		4240,~~499~~825		4037,~~085~~406		83,324		77,491
Depreciation and amortization		35,623		30,004
Acquisition related employment costs		6,554		—		6,554		—
Gain on disposition of assets		(1,526)		(1,214)
Depreciation and amortization		42,347		32,333		77,970		62,337
Other income, net		(885)		(767)
Gain on disposition of assets		(2,199)		(3,338)		(3,725)		(4,552)
Interest expense		131		234
Other income, net		(1,152)		(732)		(2,037)		(1,499)
Interest income		(3,395)		(2,965)
Interest expense		1,007		99		1,138		333
Income tax provision		4,505		8,380
Interest income		(1,618)		(3,343)		(5,013)		(6,308)
Net income	$	12,030	$	27,467
Income tax provision		7,151		7,025		11,656		15,405

Net income	$	10,148	$	32,419	$	22,178	$	59,886
Net income margin		3.6%		7.3%

Net cash provided by operating activities	$	39,865	$	56,559
Net income margin		2.4%		8.9%		2.9%		8.1%

Net cash provided by operating activities	$	53,078	$	127,928	$	92,943	$	184,487
Non-GAAP Financial Measures

EBITDA	$	48,894	$	63,120
Non-GAAP Financial Measures
EBITDA margin		14.7%		16.7%
Adjusted EBITDA	$	65,589	$	68,533	$	114,483	$	131,653
Free cash flow	$	7,595	$	3,781
Adjusted EBITDA margin		15.6%		18.8%		15.2%		17.7%
Free cash flow	$	10,025	$	52,907	$	17,620	$	56,688

THREE MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 COMPARED TO THREE MONTHS ENDED ~~MARCH~~JUNE 3130, 2024

Revenues. Revenues of $~~332~~420.98 million for the three months ended ~~March~~June 3130, 2025, ~~decreased~~increased 1115.96% compared to the three months ended ~~March~~June 3130, 2024. The ~~decrease~~increase in revenues was primarily due to revenues from recently acquired Pintail of $98.9 million, partially offset by lower pressure pumping activity levels compared to the prior year. Pressure pumping results for the second quarter of 2025 were negatively impacted by pricing pressure, weather, third-party non-productive time and customer startup delays. Pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry. These challenges, as well as a declining rig count, have ~~resulted~~impacted in activity, asset utilization, and pricing ~~trending lower~~. International revenues represented 2.40% of total revenues in the ~~first~~second quarter of 2025 compared to 2.69% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

During the first quarter of 2025, the average price of oil was 1.9% higher and the average price of natural gas was 70.4% higher, both as compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended March 31, 2025, was 6.5% lower than in the same period in 2024.

The Technical Services segment revenues for the first quarter of 2025 decreased by 12.5% compared to the same period of the prior year due primarily to a decrease in Pressure Pumping revenues. Technical Services reported operating income of $14.0 million during the first quarter of 2025 compared to operating income of $32.0 million in the first quarter of 2024. The decrease in Technical Services operating income was primarily due to lower pricing in pressure pumping and several other service lines. Support Services

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~~segment~~During ~~revenues for~~ the ~~first~~second quarter of 2025, ~~decreased by 1.9% compared to~~ the ~~same~~average ~~period~~price inof ~~the~~oil ~~prior~~was ~~year,~~20.8% ~~primarily due to~~ lower ~~activity~~and ~~levels~~the ~~within~~average ~~rental~~price ~~tools.~~of ~~Support~~natural ~~Services~~gas ~~reported~~was ~~operating income of $2~~54.76% ~~million~~higher, ~~for~~both ~~the~~as ~~first quarter of 2025~~ compared to ~~operating~~the ~~income~~same ofperiod ~~$3.6~~in ~~million for~~ the ~~first~~prior ~~quarter of 2024~~year. ~~First~~The ~~quarter~~average ~~2025~~domestic ~~Support~~rig ~~Services~~count ~~operating~~(Source: ~~profit~~Baker ~~decreased~~Hughes, byInc.) ~~$900~~for ~~thousand compared to~~ the ~~first~~three ~~quarter~~months ofended ~~the~~June ~~prior~~30, ~~year~~2025, ~~due~~was to5.3% lower ~~activity~~than ~~levels~~in ~~and~~the ~~lower~~same ~~revenues~~period ~~over~~in ~~costs that are relatively fixed during the short term~~2024.

~~Cost~~The ofTechnical Services segment revenues. ~~Cost~~for the second quarter of ~~revenues~~2025 ~~decreased~~increased 11by 16.82% compared to ~~$243.9~~the ~~million~~same ~~for~~period of the ~~three~~prior ~~months~~year ~~ended~~due ~~March~~primarily ~~31,~~to ~~2025~~the addition of Pintail, ~~compared~~partially tooffset by a decrease in pressure pumping revenues. Technical Services reported operating income was $~~276~~21.61 million ~~for~~during the ~~three~~second ~~months~~quarter ~~ended~~of ~~March~~2025 ~~31,~~compared ~~2024.~~to ~~Cost~~operating income of ~~revenues~~$30.2 ~~decreased~~million in ~~line~~the ~~with~~second ~~revenues~~quarter ~~primarily~~of ~~due~~2024. toThe a decrease in ~~expenses~~Technical ~~consistent~~Services ~~with~~operating income was primarily due to lower ~~activity~~pricing ~~levels,~~in ~~such~~pressure aspumping. ~~materials~~Support ~~and~~Services ~~supplies,~~segment ~~fleet~~revenues ~~and~~for ~~transportation~~the ~~and~~second ~~maintenance~~quarter ~~and~~of ~~repairs~~2025 ~~expenses~~increased by 6.1% Incompared ~~accordance~~to ~~with~~the ~~Staff~~same ~~Accounting~~period ~~Bulletin~~in ~~(SAB)~~the ~~Topic~~prior ~~11.B~~year, ~~cost~~primarily ofdue ~~revenues~~to ~~presented~~higher onactivity ~~the~~levels ~~Consolidated~~within ~~Statements~~rental oftools. ~~Operations~~Support ~~excludes~~Services ~~depreciation~~reported ~~and~~operating ~~amortization~~income ~~totaling~~of $~~32.~~4.6 million for the ~~first~~second quarter of 2025 compared to operating income of $274.34 million for the ~~first~~second quarter of 2024. Second quarter 2025 Support Services operating profit increased by $260 thousand compared to the second quarter of the prior year due to higher activity levels.

~~Selling,~~Cost ~~general~~of ~~and administrative expenses~~revenues. ~~Selling,~~Cost ~~general~~of ~~and~~revenues ~~administrative expenses~~ increased 21.1% to $42317.57 million for the three months ended ~~March~~June 3130, 2025, compared to $40262.13 million for the three months ended ~~March~~June 3130, 2024, primarily due to ~~ERP~~costs ~~system~~from ~~implementation~~recently ~~costs~~acquired Pintail, partially offset by lower pressure pumping activities and change in job mix. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $36.6 million for the second quarter of 2025 compared to $29.5 million for the second quarter of 2024.

~~Depreciation~~Selling, general and ~~amortization~~administrative expenses. ~~Depreciation~~Selling, general and ~~amortization~~administrative expenses increased ~~18.7%~~ to $3540.68 million for the three months ended ~~March~~June 3130, 2025, compared to $3037.04 million for the three months ended ~~March~~June 3130, 2024., ~~Depreciation~~primarily ~~and amortization increased~~ due to ~~capital~~acquisition ~~expenditures in the past year~~costs, ~~including~~coupled ~~the~~with ~~addition~~expenses offrom arecently ~~Tier~~acquired ~~4 duel-fuel pressure pumping fleet that went into service during the second quarter of 2024~~Pintail.

~~Gain~~Acquisition onrelated ~~disposition~~employment ~~of assets, net~~costs. Acquisition ~~Gain~~related onemployment ~~disposition~~costs of ~~assets, net was~~ $16.56 million ~~for~~represent ~~the~~non-cash ~~three~~accounting ~~months~~adjustments ~~ended~~related ~~March 31, 2025, compared~~ to ~~$1.2 for~~ the ~~three~~Pintail ~~months~~acquisition ~~ended~~consideration ~~March~~that ~~31, 2024. The gain on disposition of assets, net~~ is ~~generally~~contingent ~~comprised~~upon ofcontinued ~~gains~~employment. ~~and~~We ~~losses~~expect ~~related~~ to ~~various~~recognize ~~property~~these ~~and~~costs ~~equipment~~equally ~~dispositions~~over or12 ~~sales~~quarters toand ~~customers~~approximate of$78.6 ~~lost~~million orin ~~damaged~~the ~~rental equipment~~aggregate.

~~Other~~Depreciation ~~income,~~and ~~net~~amortization. ~~Other~~Depreciation ~~income,~~and ~~net~~amortization ~~was~~increased 31.0% to $~~885~~42.3 ~~thousand~~million for the three months ended ~~March~~June 3130, 2025, compared to $~~767~~32.3 ~~thousand~~million for the ~~same~~three ~~period~~months ended June 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the ~~prior~~past year.

~~Interest~~Gain ~~expense~~on ~~and~~disposition ~~interest~~of ~~income~~assets, net. ~~Interest~~Gain ~~expense~~on ~~decreased~~disposition toof assets, net was $~~131~~2.2 ~~thousand~~million for the three months ended ~~March~~June 3130, 2025, compared to $~~234~~3.3 ~~thousand~~million for the three months ended ~~March~~June 3130, 2024. ~~Interest~~The ~~expense~~gain ~~includes facility fees~~ on ~~the~~disposition ~~unused portion~~ of ~~the~~assets, ~~credit~~net ~~facility~~is ~~and~~generally ~~the~~comprised ~~amortization~~ of ~~loan~~gains ~~costs.~~and ~~Interest~~losses ~~income~~related ~~increased~~ to ~~$3.4~~various ~~million~~property ~~compared~~and toequipment ~~$3.0~~dispositions ~~million~~or insales ~~the prior year due~~ to acustomers ~~slightly~~of ~~higher~~lost ~~average~~or ~~cash~~damaged ~~balance~~rental equipment.

~~Income~~Other ~~tax~~income, ~~provision~~net. ~~Income~~Other ~~tax~~income, ~~provision~~net was $41.52 million ~~during~~for the three months ended ~~March~~June 3130, 2025, compared to $~~8.4~~732 ~~million~~thousand ~~tax provision~~ for the same period in ~~2024. The effective tax rate was 27.2%for~~ the ~~three~~prior ~~months ended March 31, 2025 compared to a 23~~year.4% effective tax rate for the three months ended March 31, 2024. The increase in effective tax rate is primarily due to a stronger impact of detrimental permanent and discrete adjustments on a decreased pretax income.

~~Net~~Interest ~~income,~~expense ~~net income margin~~ and ~~diluted~~interest ~~earnings per share~~income. ~~Net~~Interest ~~income~~expense ~~was~~increased to $121.0 million ~~during~~for the three months ended ~~March~~June 3130, 2025, orcompared to $~~0.06~~99 ~~diluted~~thousand ~~earnings~~for ~~per~~the ~~share~~three months ended June 30, ~~compared~~2024 primarily due to ~~net~~interest ~~income~~on ofthe ~~$27.5~~Seller ~~million~~Note ~~during~~issued in conjunction with the ~~three~~Pintail ~~months~~acquisition. ~~ended~~Interest ~~March~~expense ~~31,~~includes ~~2024,~~interest oron ~~$0.13~~the ~~diluted~~Seller ~~earnings~~Note, ~~per~~facility ~~share.~~fees ~~Net~~on ~~income~~the ~~margin~~unused ~~was~~portion ~~3.6%~~of ~~for~~the credit facility and the ~~three~~amortization ~~months~~of ~~ended~~loan ~~March~~costs. ~~31,~~Interest ~~2025,~~income ~~compared~~decreased to 7$1.3%6 ~~for~~million ~~the~~compared ~~same~~to ~~period~~$3.3 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.

~~EBITDA~~Income ~~and~~tax ~~EBITDA margin~~provision. ~~EBITDA~~Income tax provision was $487.92 million during the three months ended June 30, ~~and~~2025 ~~EBITDA~~compared ~~margin~~to $7.0 million tax provision for the same period in the prior year. The effective tax rate was 1441.73% for the three months ended ~~March~~June 3130, 2025 compared to ~~$63~~a 17.18% ~~million~~effective ~~and~~tax ~~16.7%~~rate for the same period in the prior year. The ~~decline~~increase ~~was~~in effective tax rate is primarily due to ~~lower~~Acquisition ~~revenues,~~related ~~associated~~employment ~~negative~~costs ~~operating~~which ~~leverage~~both contributed to a lower pre-tax income and ~~fixed~~included ~~cost~~a ~~absorption~~non-deductible component.

~~Cash~~Net ~~provided~~income, bynet ~~operating~~income ~~activities~~margin and ~~Free~~diluted ~~cash~~earnings ~~flow~~per share. ~~Cash~~Net ~~provided~~income bywas ~~operating activities decreased to~~ $3910.91 million ~~for~~during the three months ended ~~March~~June 3130, 2025, ~~from~~or $560.605 ~~million~~diluted ~~for~~earnings ~~the~~per ~~three months ended March 31~~share, ~~2024.~~compared ~~Free~~to ~~cash~~net ~~flow~~income ~~increased~~of to $732.64 million ~~for~~during the three months ended ~~March~~June 3130, ~~2025~~2024, ~~from~~or $30.815 ~~million~~diluted earnings per share. Net income margin was 2.4% for the three months ended ~~March~~June 3130, ~~2024~~2025, ~~primarily~~compared ~~due~~ to ~~lower~~8.9% ~~capital~~for ~~expenditures,~~the ~~partially~~same ~~offset~~period ~~by a decrease~~ in ~~cash~~the ~~provided~~prior ~~by operating activities, driven by lower net income~~year.

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Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $65.6 million, and Adjusted EBITDA margin was 15.6% for the three months ended June 30, 2025 compared to $68.5 million and 18.8%, respectively, for the same period in the prior year.

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $53.1 million for the three months ended June 30, 2025, compared to $127.9 million for the three months ended June 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, primarily due to a $52.8 million federal refund received in the second quarter of 2024, coupled with lower net income. Free cash flow decreased to $10.0 million for the three months ended June 30, 2025, from $52.9 million for the three months ended June 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.

SIX MONTHS ENDED JUNE 30, 2025, COMPARED TO SIX MONTHS ENDED JUNE 30, 2024

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

During the first six months of 2025, the average price of oil was 14.2% lower and the average price of natural gas was 73.9% higher, both as compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the six months ended June 30, 2025, was 5.4% lower than in the same period in 2024.

The Technical Services segment revenues for the six months ended June 30, 2025 increased by 1.5% compared to the same period of the prior year due primarily to results from recently acquired Pintail, partially offset by a decrease in Pressure Pumping revenues. Technical Services reported operating income of $35.1 million during the six months ended June 30, 2025 compared to operating income of $62.2 million in the same period of the prior year. The decrease in Technical Services operating income was primarily due to lower pricing in pressure pumping and several other service lines. Support Services segment revenues for the six months ended June 30, 2025 increased by 2.2% compared to the same period in the prior year, primarily due to higher activity levels within rental tools. Support Services reported operating income of $7.3 million for the six months ended June 30, 2025 compared to operating income of $8.0 million for the same period in the prior year. Support Services operating profit for the six months ended June 30, 2025 decreased by $678 thousand compared to the six months ended June 30, 2024.

Cost of revenues. Cost of revenues increased 4.2% to $561.6 million for the six months ended June 30, 2025, compared to $538.9 million for the six months ended June 30, 2024 primarily due to costs from recently acquired Pintail. Excluding results from Pintail, cost of revenues decreased in line with revenues primarily due to a decrease in expenses consistent with lower activity levels, such as materials and supplies, fleet and transportation and maintenance and repairs expenses. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $69.0 million for the six months ended June30, 2025 compared to $56.8 million for the same period in the prior year.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $83.3 million for the six months ended June 30, 2025, compared to $77.5 million for the six months ended June 30, 2024, primarily due to acquisition costs and expenses from recently acquired Pintail, coupled with ERP system implementation costs.

Acquisition related employment costs. Acquisition related employment costs of $6.6 million represent non-cash accounting adjustments related to the Pintail acquisition consideration that is contingent upon continued employment. We expect to recognize these costs equally over 12 quarters and approximate $78.6 million in the aggregate.

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

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

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Other income, net. Other income, net was $2.0 million for the six months ended June 30, 2025, compared to $1.5 million for the same period in the prior year.

Interest expense and interest income. Interest expense increased to $1.1 million for the six months ended June 30, 2025, compared to $333 thousand for the six months ended June 30, 2024 primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $5.0 million compared to $6.3 million in the prior year primarily due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.

Income tax provision. Income tax provision was $11.7 million during the six months ended June 30, 2025 compared to $15.4 million tax provision for the same period in the prior year. The effective tax rate was 34.5% for the six months ended June 30, 2025 compared to a 20.5% effective tax rate for the same period in the prior year. The increase in effective tax rate is primarily due to Acquisition related employment costs which both contributed to a lower pre-tax income and included a non-deductible component.

Net income, net income margin and diluted earnings per share. Net income was $22.2 million during the six months ended June 30, 2025, or $0.10 diluted earnings per share, compared to net income of $59.9 million during the six months ended June 30, 2024, or $0.28 diluted earnings per share. Net income margin was 2.9% for the six months ended June 30, 2025, compared to 8.1% for the same period in the prior year.

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $114.5 million, and Adjusted EBITDA margin was 15.2% for the six months ended June 30, 2025, compared to $131.7 million and 17.7% for the same period in the prior year.

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $92.9 million for the six months ended June 30, 2025, compared to $184.5 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, primarily due to a $52.8 million federal refund received during the first six months of 2024, coupled with lower net income. Free cash flow decreased to $17.6 million for the six months ended June 30, 2025, from $56.7 million for the six months ended June 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.

Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

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

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

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


(Unaudited)	Three months ended
	March 31,			March 31,
(In thousands)	2025		0	2024
Reconciliation of Net Income to EBITDA
Net income	$	12,030		$	27,467
Adjustments:
Add: Income tax provision		4,505			8,380
Add: Interest expense		131			234
Add: Depreciation and amortization		35,623			30,004
Less: Interest income		3,395			2,965
EBITDA	$	48,894		$	63,120

Revenues	$	332,877		$	377,833

Net income margin		3.6%			7.3%

EBITDA margin		14.7%			16.7%


(Unaudited)	Three Months Ended March 31,
(In thousands)	2025		2024
Reconciliation of Operating Cash Flow to Free Cash Flow
Net cash provided by operating activities	$	39,865	$	56,559
Capital expenditures		(32,270)		(52,778)
Free cash flow	$	7,595	$	3,781

Liquidity and Capital Resources

Cash Flows

The Company’s cash and cash equivalents increased $749 thousand to $326.7 million as of March 31, 2025, compared to cash and cash equivalents of $326.0 million as of December 31, 2024.

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


(Unaudited)	Three months ended					Six Months Ended
	June 30,			June 30,		June 30,		June 30,
(In thousands)	2025		0	2024		2025		2024
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Net income	$	10,148		$	32,419	$	22,178	$	59,886
Adjustments:
Add: Income tax provision		7,151			7,025		11,656		15,405
Add: Interest expense		1,007			99		1,138		333
Add: Depreciation and amortization		42,347			32,333		77,970		62,337
Less: Interest income		1,618			3,343		5,013		6,308
EBITDA	$	59,035		$	68,533	$	107,929	$	131,653

Add: Acquisition related employment costs		6,554			—		6,554		—
Adjusted EBITDA	$	65,589		$	68,533	$	114,483	$	131,653

Revenues	$	420,809		$	364,153	$	753,686	$	741,986

Net income margin		2.4%			8.9%		2.9%		8.1%

Adjusted EBITDA margin		15.6%			18.8%		15.2%		17.7%

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


(Unaudited)	Three months ended June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Reconciliation of Operating Cash Flow to Free Cash Flow
Net cash provided by operating activities	$	53,078	$	127,928	$	92,943	$	184,487
Capital expenditures		(43,053)		(75,021)		(75,323)		(127,799)
Free cash flow	$	10,025	$	52,907	$	17,620	$	56,688

~~The~~Liquidity ~~following table sets forth the historical cash flows for the three months ended March 31, 2025~~ and ~~2024:~~Capital Resources


	Three months ended March 31,
	2025		2024
(In thousands)
Net cash provided by operating activities	$	39,865	$	56,559
Net cash used for investing activities		(27,443)		(49,006)
Net cash used for financing activities		(11,673)		(18,664)

Cash Flows

The Company’s cash and cash equivalents decreased $163.9 thousand to $162.1 million as of June 30, 2025, compared to cash and cash equivalents of $326.0 million as of December 31, 2024.

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


	Six months ended June 30,
	2025		2024
(In thousands)
Net cash provided by operating activities	$	92,943	$	184,487
Net cash used for investing activities		(231,483)		(118,916)
Net cash used for financing activities		(25,322)		(27,365)

Cash provided by operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025, decreased by $1691.75 million compared to the ~~three~~six months ended ~~March~~June 3130, 2024, primarily due to unfavorable changes in working capital, primarily due to a ~~decrease~~$52.8 million tax refund received in ~~net~~the ~~income~~prior year, coupled with ~~unfavorable~~a ~~changes~~decrease in ~~working~~net ~~capital~~income. Change in working capital was a use of cash of $614.98 million induring the ~~three~~six months ended ~~March~~June 3130, 2025, compared to a $356.95 million ~~use~~source of cash in the same period last year. The most significant working capital related cash flows during the ~~three~~six months ended ~~March~~June 3130, 2025, were a cash use of $4445.04 million due to a decrease in unearned revenue due to the satisfaction of performance obligations that were associated with a customer cash prepayment we received in the fourth quarter of 2024, a $2439.37 million cash source from a decrease in accounts receivable ~~due~~and toa ~~lower business activity levels compared to the prior year coupled with the timing of receipts~~$21.4 ~~The~~million ~~changes~~use ~~in the other components were mainly due to the timing~~ of ~~payments and receipts.~~

Cash used for investing activities for the three months ended March 31, 2025, decreased by $21.6 million compared to the three months ended March 31, 2024, primarily due to a decrease in capital expenditures primarily related to the timing of new equipment deliveries and consistent with lower business activity levels. Capital expenditures were $32.3 million for the three months ended March 31, 2025, compared to $52.8 million for the three months ended March 31, 2024. In the prior year period, the Company was purchasing components of a new Tier 4 dual fuel pressure pumping fleet.28

~~Cash~~Table ~~used for financing activities for the three months ended March 31, 2025, decreased by $7.0 million compared to the three months ended March 31, 2024, primarily due to a decrease in repurchases~~ of ~~the Company’s common shares in the open market.~~Contents

RPC, INC. AND SUBSIDIARIES

cash from a decrease in accounts payable, both due to lower business activity levels compared to the prior year coupled with the timing of receipts. The changes in the other components were mainly due to the timing of payments and receipts.

Cash used for investing activities for the six months ended June 30, 2025, increased by $112.6 million compared to the six months ended June 30, 2024, primarily due to cash used to fund the acquisition of Pintail, partially offset by a decrease in capital expenditures primarily related to the timing of new equipment deliveries and consistent with lower business activity levels. Capital expenditures were $75.3 million for the six months ended June 30, 2025, compared to $127.8 million for the six months ended June 30, 2024. In the prior year period, the Company was purchasing components of a new Tier 4 dual fuel pressure pumping fleet.

Cash used for financing activities for the six months ended June 30, 2025, decreased by $2.1 million compared to the six months ended June 30, 2024, primarily due to a decrease in repurchases of the Company’s common shares in the open market, partially offset by the repayment of debt assumed at acquisition.

Financial Condition and Liquidity

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

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

The Company currently has a $100.0 million revolving credit facility that matures in June 2027. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of ~~March~~June 3130, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $1615.18 million; therefore, a total of $8384.92 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see the note titled Notes Payable ~~to Banks~~ of the Consolidated Financial Statements.

In addition, the Company filed a shelf registration statement on Form S-3 on April 23, 2025, which ~~has~~was ~~not yet been~~ declared effective ~~and~~on isMay ~~subject~~5, ~~to potential SEC review~~2025. The shelf registration includes a base prospectus and allows us to offer any combination of securities described in the prospectus, which include common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

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On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated depreciation on fixed asset additions. The Company is in the process of evaluating the OBBBA and has not estimated its financial impact at this time.

$300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

Cash Requirements

The Company currently expects capital expenditures, inclusive of recently acquired Pintail, to be between $165 million and $215 million in 2025, tomostly berelated ~~directed~~to ~~towards~~maintenance. ~~both~~This ~~capitalized~~is ~~maintenance~~inclusive of ~~our~~opportunistic ~~existing~~asset ~~equipment~~purchases and ~~selected~~technology ~~growth~~spend ~~opportunities~~associated with our ERP implementation. As of ~~March~~June 3130, 2025, $3275.3 million has been spent. The Company is allocating capital to maintain its pressure pumping fleet and continues to evaluate future investments and options to further upgrade our equipment across the business.

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The Company has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or are probable and reasonably estimable. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated. See note of the Consolidated Financial Statements titled Commitments and Contingencies for additional information.

The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market. As of ~~March~~June 3130, 2025, 12,768,870 shares remained available to be repurchased. During the three months ended ~~March~~June 3130, 2025, ~~there~~and ~~were no shares repurchased by~~ the ~~Company in the open market. During the~~ three months ended ~~March~~June 3130, 2024, ~~the~~there ~~Company~~were no shares repurchased ~~1,010,258~~by ~~shares~~the Company in the open market. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies considering restrictions under our credit facility. The stock buyback program does not have a predetermined expiration date. For additional information with respect to RPC’s stock buyback program, see note of the Consolidated Financial Statements titled Cash Paid for Common Stock Purchased and Retired.

In the fourth quarter of 2024, the Board of Directors approved the termination of the SERP. Pursuant to the Internal Revenue Service rules, participant balances ~~will~~are required to be distributed between 12 and 24 months after termination. The Company iscurrently plans to distribute the balances within the next 12 months by liquidating assets currently ~~evaluating~~held ~~its~~in ~~funding~~the ~~options~~Rabbi Trust. Both the assets and ~~timing~~liabilities related to ~~distribute~~the ~~participant~~SERP ~~balances~~are now reflected as part of current assets and current liabilities.

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

~~Also,~~During onthe ~~April~~second ~~22,~~quarter of 2025, the ~~Board~~Company ofbegan ~~Directors~~making ~~declared~~interest apayments ~~regular~~on ~~quarterly~~the ~~cash~~Seller ~~dividend~~Note ofand ~~$0.04~~will ~~per~~continue ~~share~~making ~~payable~~such ~~June~~payments ~~10,~~in ~~2025~~accordance with the terms of the Seller Note. In addition, toper ~~common~~the ~~stockholders~~terms of ~~record~~the atSeller Note, the ~~close~~first principal payment of ~~business~~$20 onmillion ~~May~~is 9,payable ~~2025.~~within ~~The~~the ~~Company~~next ~~expects~~12 tomonths. ~~continue~~The toremainder ~~pay~~of ~~cash~~$30 ~~dividends~~million toin ~~common~~principal ~~stockholders,~~is ~~subject~~payable toover ~~industry~~two ~~conditions~~years ~~and~~after ~~RPC’s~~the ~~earnings~~first repayment, ~~financial~~per ~~condition,~~the ~~and~~terms ~~other~~of ~~relevant~~the ~~factors~~agreement.

On July 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable September 10, 2025, to common stockholders of record at the close of business on August 11, 2025. The Company expects to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors.

INFLATION

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

OUTLOOK

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

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

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result in the Company’s customers opting to delay completion activity. Long-term, projected steady higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates.

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for lower emission and more efficient equipment. Increased asset efficiency in recent years of oilfield completion fleets, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that most of the feasible operating efficiency gains have been realized, but competition is expected to remain at a high level.

OFF BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY TRANSACTIONS

Marine Products Corporation (Marine Products)

In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $~~297~~552 thousand for the ~~three~~six months ended ~~March~~June 3130, 2025, and $~~324~~590 thousand for the comparable period in 2024. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.

Other

The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $1632 thousand for the ~~three~~six months ended ~~March~~June 3130, 2025, and $~~284~~881 thousand for the ~~three~~six months ended ~~March~~June 3130, 2024.

RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $5396 thousand for the ~~three~~six months ended ~~March~~June 3130, 2025, ~~and~~compared to $51100 thousand for the comparable period in 2024.

InPursuant to the ~~first~~registration ~~quarter~~rights ~~of 2025,~~agreement webetween us and our largest stockholder, LOR, Inc. (LOR), ~~entered into a registration rights agreement (the Agreement), pursuant to which we granted LOR~~ and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees ~~the right to require~~, ~~subject~~we tohave certain conditions and limitations, us to register for resale all Company securities held by such stockholders, and certain customary piggy back registration rights with respect to registrations initiated by us. Pursuant to the Agreement. we have filed a Form S-3 shelf registration statement on April 23, 2025, which was declared effective on May 5, 2025, that registers the resale of up to 127,235,202 shares of our common stock, and which represents all Company securities held by the Selling Stockholders. In addition, they have the right to require, subject to certain conditions and limitations, certain piggy back registration rights with respect to registrations initiated by us.

CRITICAL ACCOUNTING POLICIES

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

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IMPACT OF RECENT ACCOUNTING STANDARDS

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

SEASONALITY

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

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FORWARD-LOOKING STATEMENTS

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

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material effect on our consolidated results of operations or financial conditions; our belief that the outcome of litigation will not have a material adverse effect on our financial position or results of operations; and our belief that the material weaknesses in Pintail’s audit for the fiscal year ended December 31, 2024, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner if not remediated.

higher demand for oil and natural gas should drive increased activity in most of the basins in which we operate; our belief that most of the feasible operating efficiency gains have been realized, but competition is expected to remain at a high level; our plan to continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for lower emission and more efficient equipment; our expectation that changes in the foreign exchange rate will not have a material effect on our consolidated results of operations or financial conditions; our belief that the outcome of litigation will not have a material adverse effect on our financial position or results of operations.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail ~~note~~Seller Note. As of ~~March~~June 3130, 2025, there were no outstanding interest-bearing advances on our credit facility, which ~~bear~~provides for interest at a floating rate.

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

ITEM 4. CONTROLS AND PROCEDURES

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

As of the end of the period covered by this report, ~~March~~June 3130, 2025 (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, which excluded the impact of the acquisition of Pintail, discussed below, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.

~~Changes~~As discussed in ~~internal~~the ~~control~~Note ~~over~~titled ~~financial~~“Acquisition” ~~reporting~~of the Notes to Consolidated Financial Statements in Part I – ~~Management’s~~Item ~~evaluation~~1. “Financial Statements” of ~~disclosure~~this Form 10-Q for the quarter ended June 30, 2025, we completed the acquisition of Pintail during the quarter. As part of our post-closing integration activities, we are engaged in the process of assessing the internal controls of Pintail and ~~procedures~~have ~~described~~begun ~~above~~to ~~did~~integrate ~~not~~policies, ~~identify~~processes, ~~any~~people, ~~changes~~technology, inand operations for the ~~Company’s~~post-acquisition combined company. As permitted for newly acquired businesses by interpretive guidance issued by the staff of the SEC, management has excluded the internal control over financial reporting ~~that~~of ~~occurred~~Pintail ~~during~~from the ~~Company’s~~evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025.

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We have reported the operating results of Pintail in our Consolidated Statements of Operations and Statements of Cash Flows from the acquisition date through June 30, 2025. As of June 30, 2025, total assets related to Pintail represented approximately 18% of our total assets, recorded on a preliminary basis as the measurement period for the business combination remained open as of June 30, 2025. Revenues from Pintail represented approximately 24% of our total consolidated revenues for the three months ended June 30, 2025.

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

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

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most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024., with the exception of the following:

Risks related to our business

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

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

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

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 5. OTHER INFORMATION

~~ITEM 6.~~During ~~EXHIBITS~~the three months ended June 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ExhibitNumber		Description
3.1(a)		Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
3.1(b)		Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2006).
3.1(c)		Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2011).
3.2		Amended and Restated Bylaws of RPC, Inc. effective January 28, 2025 (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K filed on February 28, 2025).
4		Form of Stock Certificate (incorporated herein by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
31.1		Section 302 certification for Chief Executive Officer.
31.2		Section 302 certification for Chief Financial Officer.
32.1		Section 906 certifications for Chief Executive Officer and Chief Financial Officer.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

Adoption of Amended and Restated Bylaws

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

●

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

●

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

●

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

●

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

●

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

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

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ITEM 6. EXHIBITS

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

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SIGNATURES

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

		RPC, INC.

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

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

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