nine-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from to

Commission File Number: 001-38347

__________________________________________________________________

Nine Energy Service, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________________


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


2001 Kirby Drive, Suite 200
Houston, TX						77019
(Address of principal executive offices)						(Zip Code)

(281) 730-5100

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NINE	NYSE American

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

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

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ☐

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding at May 11, 2026 was 13,949,990.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

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

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

Condensed Consolidated Statements of Cash Flows

Notes to the Condensed Consolidated Financial Statements

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2025 and in Item 1A of Part II in this Quarterly Report on Form 10-Q. These factors, some of which are beyond our control, include the following:

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

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

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

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

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

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

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

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

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

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

•We recently emerged from bankruptcy, which may adversely affect our business and relationships.

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

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

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

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

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

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

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

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

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

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

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

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	Successor		Predecessor
	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	11,249	$	18,449
Restricted cash	10,616		1,393
Accounts receivable, net	88,270		75,979
Inventories, net	50,550		56,553
Prepaid expenses	12,106		13,538
Other current assets	2,064		2,919
Total current assets	174,855		168,831
Property and equipment, net	109,013		64,266
Operating lease right of use assets, net	32,482		34,105
Finance lease right of use assets, net	52		16
Intangible assets, net	9,103		68,063
Other long-term assets	535		4,183
Total assets	$	326,040	$	339,464
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	41,453	$	43,564
Accrued expenses	23,662		27,764
Income taxes payable	374		356
Current portion of long-term debt	3,978		6,310
Current portion of operating lease obligations	12,454		13,409
Current portion of finance lease obligations	50		6
Total current liabilities	81,971		91,409
Long-term liabilities
Long-term debt	90,439		341,572
Long-term operating lease obligations	19,602		21,352
Other long-term liabilities	45		87
Total liabilities	192,057		454,420
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit)
Predecessor common stock (120,000,000 shares authorized at $0.01 par value; 43,326,339 shares issued and outstanding at December 31, 2025)	—		433
Successor common stock (70,000,000 shares authorized at $0.01 par value; 13,949,990 shares issued and outstanding at March 31, 2026)	139		—
Additional paid-in capital	135,065		808,432
Accumulated other comprehensive income (loss)	32		(5,187)
Accumulated deficit	(1,253)		(918,634)
Total stockholders’ equity (deficit)	133,983		(114,956)
Total liabilities and stockholders’ equity (deficit)	$	326,040	$	339,464

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

NINE ENERGY SERVICE, INC.

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

(In thousands, except share and per share amounts)

(Unaudited)


	Successor		Predecessor
	Period from March 6, 2026 through March 31, 2026		Period from January 1, 2026 through March 5, 2026		Three Months Ended March 31, 2025
Revenues
Service	$	33,139	$	71,113	$	116,627
Product	8,464		17,279		33,839
	41,603		88,392		150,466
Cost and expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)
Service	28,305		60,582		95,584
Product	7,295		19,964		26,886
General and administrative expenses	4,623		13,052		13,263
Depreciation	2,205		3,963		5,837
Amortization of intangibles	68		1,984		2,796
Loss on revaluation of contingent liability	—		—		25
Loss (gain) on sale of property and equipment	(37)		(147)		446
Income (loss) from operations	(856)		(11,006)		5,629
Interest expense	542		5,256		12,876
Interest income	(1)		(82)		(139)
Reorganization items, net	—		(124,059)		—
Other income	(53)		(109)		(162)
Income (loss) before income taxes	(1,344)		107,988		(6,946)
Provision (benefit) for income taxes	(91)		109		115
Net income (loss)	$	(1,253)	$	107,879	$	(7,061)
Income (loss) per share
Basic	$	(0.09)	$	2.65	$	(0.18)
Diluted	$	(0.09)	$	2.65	$	(0.18)
Weighted average shares outstanding
Basic	13,949,990		40,650,388		40,164,443
Diluted	13,949,990		40,659,260		40,164,443
Other comprehensive income, net of tax
Foreign currency translation adjustments, net of $0 tax in each period	$	32	$	158	$	262
Total other comprehensive income, net of tax	32		158		262
Total comprehensive income (loss)	$	(1,221)	$	108,037	$	(6,799)

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

NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance, December 31, 2024 (Predecessor)	42,348,643	$	423	$	806,231	$	(5,406)	$	(867,312)	$	(66,064)
Stock-based compensation expense	—	—		750		—		—		750
Other comprehensive income	—	—		—		262		—		262
Net loss	—	—		—		—		(7,061)		(7,061)
Balance, March 31, 2025 (Predecessor)	42,348,643	$	423	$	806,981	$	(5,144)	$	(874,373)	$	(72,113)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amounts
Balance at December 31, 2025 (Predecessor)	43,326,339	$	433	$	808,432	$	(5,187)	$	(918,634)	$	(

SEC Form 10-Q filed by Nine Energy Service Inc.