NCSM Filings — Ncs Multistage Holdings, Inc.

NCSM Filings — Ncs Multistage Holdings, Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) June 30, December 31, 2026 2025 Assets Current assets Cash and cash equivalents $ 31,318 $ 36,725 Accounts receivable—trade, net 33,101 40,507 Inventories, net 44,544 39,011 Prepaid expenses and other current assets 2,986 2,031 Other current receivables 5,486 3,644 Total current assets 117,435 121,918 Noncurrent assets Property and equipment, net 19,568 19,849 Goodwill 16,387 16,387 Identifiable intangibles, net 5,384 5,989 Operating lease assets 4,857 4,817 Deposits and other assets 1,889 586 Deferred income taxes, net 12,036 11,653 Total noncurrent assets 60,121 59,281 Total assets $ 177,556 $ 181,199 Liabilities and Stockholders’ Equity Current liabilities Accounts payable—trade $ 12,879 $ 8,517 Accrued expenses 7,129 9,461 Income taxes payable 841 1,151 Operating lease liabilities 1,732 1,587 Contingent purchase consideration — 1,250 Current maturities of long-term debt 2,326 2,385 Other current liabilities 2,605 4,175 Total current liabilities 27,512 28,526 Noncurrent liabilities Long-term debt, less current maturities 5,195 5,259 Operating lease liabilities, long-term 3,527 3,716 Other long-term liabilities 197 202 Deferred income taxes, net 375 398 Total noncurrent liabilities 9,294 9,575 Total liabilities 36,806 38,101 Commitments and contingencies (Note 11) Stockholders’ equity Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025 — — Common stock, $0.01 par value, 11,250,000 shares authorized, 2,719,733 shares issued and 2,624,523 shares outstanding at June 30, 2026 and 2,613,603 shares issued and 2,545,535 shares outstanding at December 31, 2025 27 26 Additional paid-in capital 451,015 449,890 Accumulated other comprehensive loss (87,236 ) (86,132 ) Retained deficit (240,253 ) (235,276 ) Treasury stock, at cost, 95,210 shares at June 30, 2026 and 68,068 shares at December 31, 2025 (3,343 ) (2,269 ) Total stockholders' equity 120,210 126,239 Non-controlling interest 20,540 16,859 Total equity 140,750 143,098 Total liabilities and equity $ 177,556 $ 181,199 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenues Product sales $ 27,678 $ 27,776 $ 60,261 $ 62,842 Services 10,686 8,678 23,740 23,617 Total revenues 38,364 36,454 84,001 86,459 Cost of sales Cost of product sales, exclusive of depreciation and amortization expense shown below 18,059 18,214 37,788 38,566 Cost of services, exclusive of depreciation and amortization expense shown below 6,358 5,242 14,095 13,040 Total cost of sales, exclusive of depreciation and amortization expense shown below 24,417 23,456 51,883 51,606 Selling, general and administrative expenses 17,958 13,626 33,686 29,821 Depreciation 1,289 1,235 2,582 2,439 Amortization 303 167 605 334 (Loss) income from operations (5,603 ) (2,030 ) (4,755 ) 2,259 Other income (expense) Interest expense, net (84 ) (68 ) (110 ) (110 ) Other income, net 1,558 1,563 3,421 2,446 Foreign currency exchange (loss) gain (275 ) 1,201 (385 ) 1,198 Total other income 1,199 2,696 2,926 3,534 (Loss) income before income tax (4,404 ) 666 (1,829 ) 5,793 Income tax benefit (1,367 ) (1,032 ) (533 ) (359 ) Net (loss) income (3,037 ) 1,698 (1,296 ) 6,152 Net income attributable to non-controlling interest 1,569 774 3,681 1,172 Net (loss) income attributable to NCS Multistage Holdings, Inc. $ (4,606 ) $ 924 $ (4,977 ) $ 4,980 (Loss) earnings per common share Basic (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. $ (1.71 ) $ 0.36 $ (1.87 ) $ 1.93 Diluted (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. $ (1.71 ) $ 0.34 $ (1.87 ) $ 1.84 Weighted average common shares outstanding Basic 2,687 2,594 2,658 2,581 Diluted 2,687 2,734 2,658 2,704 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (In thousands) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net (loss) income $ (3,037 ) $ 1,698 $ (1,296 ) $ 6,152 Foreign currency translation adjustments, net of tax of $0 (653 ) 1,699 (1,104 ) 1,688 Comprehensive (loss) income (3,690 ) 3,397 (2,400 ) 7,840 Less: Comprehensive income attributable to non-controlling interest 1,569 774 3,681 1,172 Comprehensive (loss) income attributable to NCS Multistage Holdings, Inc. $ (5,259 ) $ 2,623 $ (6,081 ) $ 6,668 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) (Unaudited) Three and Six Months Ended June 30, 2026 Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Retained Treasury Stock Non-controlling Total Stockholders' Shares Amount Shares Amount Capital Loss Deficit Shares Amount Interest Equity Balances as of December 31, 2025 — $ — 2,613,603 $ 26 $ 449,890 $ (86,132 ) $ (235,276 ) (68,068 ) $ (2,269 ) $ 16,859 $ 143,098 Share-based compensation — — — — 490 — — — — — 490 Net (loss) income — — — — — — (371 ) — — 2,112 1,741 Vesting of restricted stock — — 106,130 1 (1 ) — — — — — — Shares withheld — — — — — — — (27,142 ) (1,074 ) — (1,074 ) Currency translation adjustment — — — — — (451 ) — — — — (451 ) Balances as of March 31, 2026 — $ — 2,719,733 $ 27 $ 450,379 $ (86,583 ) $ (235,647 ) (95,210 ) $ (3,343 ) $ 18,971 $ 143,804 Share-based compensation — — — — 636 — — — — — 636 Net (loss) income — — — — — — (4,606 ) — — 1,569 (3,037 ) Currency translation adjustment — — — — — (653 ) — — — — (653 ) Balances as of June 30, 2026 — $ — 2,719,733 $ 27 $ 451,015 $ (87,236 ) $ (240,253 ) (95,210 ) $ (3,343 ) $ 20,540 $ 140,750 Three and Six Months Ended June 30, 2025 Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Retained Treasury Stock Non-controlling Total Stockholders' Shares Amount Shares Amount Capital Loss Deficit Shares Amount Interest Equity Balances as of December 31, 2024 — $ — 2,563,979 $ 26 $ 447,384 $ (87,604 ) $ (259,024 ) (56,549 ) $ (1,943 ) $ 17,270 $ 116,109 Share-based compensation — — — — 552 — — — — — 552 Net income — — — — — — 4,056 — — 398 4,454 Vesting of restricted stock — — 43,383 — — — — — — — — Shares withheld — — — — — — — (9,964 ) (268 ) — (268 ) Currency translation adjustment — — — — — (11 ) — — — — (11 ) Balances as of March 31, 2025 — $ — 2,607,362 $ 26 $ 447,936 $ (87,615 ) $ (254,968 ) (66,513 ) $ (2,211 ) $ 17,668 $ 120,836 Share-based compensation — — — — 646 — — — — — 646 Net income — — — — — — 924 — — 774 1,698 Distribution to noncontrolling interest — — — — — — — — — (900 ) (900 ) Currency translation adjustment — — — — — 1,699 — — — — 1,699 Balances as of June 30, 2025 — $ — 2,607,362 $ 26 $ 448,582 $ (85,916 ) $ (254,044 ) (66,513 ) $ (2,211 ) $ 17,542 $ 123,979 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities Net (loss) income $ (1,296 ) $ 6,152 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 3,187 2,773 Amortization of deferred loan costs 124 104 Share-based compensation 2,551 2,837 Provision for inventory obsolescence 286 191 Deferred income tax benefit (439 ) (1,398 ) Gain on sale of property and equipment (84 ) (475 ) Provision for credit losses — 19 Net foreign currency unrealized loss (gain) 264 (1,854 ) Changes in operating assets and liabilities: Accounts receivable—trade 6,992 (1,827 ) Inventories, net (6,675 ) (1,476 ) Prepaid expenses and other assets (2,227 ) 972 Accounts payable—trade 4,384 1,719 Accrued expenses (2,262 ) (1,680 ) Other liabilities (3,908 ) (4,101 ) Income taxes receivable/payable (1,533 ) (80 ) Net cash (used in) provided by operating activities (636 ) 1,876 Cash flows from investing activities Purchases of property and equipment (1,084 ) (745 ) Purchase and development of software and technology (68 ) — Proceeds from sales of property and equipment 144 271 Net cash used in investing activities (1,008 ) (474 ) Cash flows from financing activities Payments on finance leases (1,216 ) (1,072 ) Line of credit borrowings 8,355 2,338 Payments of line of credit borrowings (8,355 ) (2,338 ) Payment of contingent consideration (1,250 ) — Treasury shares withheld (1,074 ) (268 ) Distribution to noncontrolling interest — (900 ) Net cash used in financing activities (3,540 ) (2,240 ) Effect of exchange rate changes on cash and cash equivalents (223 ) 330 Net change in cash and cash equivalents (5,407 ) (508 ) Cash and cash equivalents beginning of period 36,725 25,880 Cash and cash equivalents end of period $ 31,318 $ 25,372 Noncash investing and financing activities Assets obtained in exchange for new finance lease liabilities $ 1,287 $ 723 Assets obtained in exchange for new operating lease liabilities $ 869 $ 247 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which it has a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “our” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well construction, well completion and field development strategies. We offer our products and services primarily to exploration and production (“E&P”) companies for use both in onshore and offshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa and Oklahoma City, Oklahoma; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina; Aberdeen, United Kingdom and Stavanger, Norway. Basis of Presentation Our accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended, issued by the Securities and Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with our financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”). We consolidate Repeat Precision, LLC and its subsidiary (“Repeat Precision”), an entity in which we own a 50% interest and have a controlling voting interest, operating in the United States and Mexico. The other party’s 50% ownership interest is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Weatherford Transaction As previously disclosed on Form 8-K filed on June 2, 2026, on May 31, 2026, NCS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Weatherford International plc (“Weatherford”) and Trinity Bell Sub, Inc., a wholly owned subsidiary of Weatherford (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions therein, Merger Sub will merge with and into NCS (the “Merger”), with NCS continuing as the surviving corporation, becoming a wholly owned subsidiary of Weatherford. On July 6, 2026 (as amended on July 17, 2026), Weatherford filed a Registration Statement on Form S-4 with the SEC, which was declared effective on July 21, 2026. At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive, at the election of the holder: (i) 0.5537 Weatherford ordinary shares (the “Share Consideration”), or (ii) a combination of cash and Weatherford ordinary shares consisting of (a) cash in an amount equivalent to 0.1371 Weatherford ordinary shares (subject to a maximum cash election amount) and (b) 0.2392 Weatherford ordinary shares (together with the Share Consideration, the “Merger Consideration”). Shares for which no election is made will be converted into the right to receive the Share Consideration. The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including required regulatory approvals and other customary conditions. On May 31, 2026, the holder of more than 50% of our outstanding common stock executed a written consent approving and adopting the Merger Agreement; accordingly, no further stockholder approval is required. The Merger is expected to close in the second half of 2026. The descriptions of the Merger contained in this Quarterly Report on Form 10-Q, including the descriptions of the Merger Agreement, Merger Consideration and related election mechanics and the treatment of outstanding equity awards, do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement. The Merger Agreement contains customary representations, warranties, covenants, and termination provisions, including termination rights for each party under certain circumstances. The Merger Agreement also provides for the payment of termination fees under specified conditions, including a fee of $9.7 million payable by Weatherford or $5.5 million payable by NCS, as applicable. 8 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS During the three and six months ended June 30, 2026, we recorded approximately $2.3 million of transaction-related costs associated with the Merger, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations. Significant Accounting Policies Our significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report. Recent Accounting Pronouncements In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the accounting for internal-use software costs to be less prescriptive, allowing capitalization once management has authorized and committed to a software project that is deemed probable to complete, without significant development uncertainty. In addition, this pronouncement clarifies that certain disclosures for capitalized internal-use software intangible assets are not required and amends existing guidance on website development cost. The new standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance. In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosure of certain costs and expenses within the notes to the financial statements. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance. Note 2. Acquisition of ResMetrics On July 31, 2025, we acquired 100% of the equity interests of Reservoir Metrics, LLC, and its related entities (“ResMetrics”), a provider of tracer diagnostics services, for $7.1 million, on a cash-free, debt-free basis. Purchase consideration consisted of $5.8 million in cash, including a working capital adjustment, $0.3 million of debt assumed and a $1.1 million initial estimate of contingent consideration, payable solely depending on changes in international trade tariffs for certain chemical imports from the date of acquisition through the measurement date of December 31, 2025. We remeasured the contingent consideration and increased this liability to $1.3 million, presented separately on the accompanying balance sheet, and recognized the change in fair value of the contingent consideration as an expense of $0.2 million during the fourth quarter of 2025. The contingent consideration was paid in January 2026. We believe the purchase of ResMetrics further expands and complements our existing tracer diagnostics offerings. The purchase price was allocated to the estimated fair value of assets acquired and liabilities assumed as of the acquisition date. Goodwill was calculated as the excess of consideration transferred over the fair value of the net assets recognized. The fair value of the assets and liabilities of ResMetrics were determined utilizing a third-party valuation for certain long-term assets and intangibles, as well as various estimates and assumptions that we deemed reasonable based on available information. The purchase price allocation was finalized during the first quarter of 2026. We recognized goodwill of $1.2 million associated with this transaction, which we expect to be fully deductible for income tax purposes. Total acquisition costs associated with the ResMetrics acquisition were $0.2 million during 2025, of which $0.1 million was incurred during the three and six months ended June 30, 2025 and is included in general and administrative expense in the accompanying condensed consolidated statement of operations. 9 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table presents the purchase price allocation as of the acquisition date for the ResMetrics business combination (in thousands): Consideration Cash consideration $ 7,853 Debt assumed 324 Initial estimate of contingent consideration 1,064 Less: Cash acquired (2,095 ) Total consideration $ 7,146 Purchase price allocation Accounts receivable $ 2,744 Inventories 311 Prepaid expenses and other current assets 180 Property and equipment 716 Intangible assets 3,192 Other long-term assets 19 Total identifiable assets acquired 7,162 Accounts payable—trade 144 Accrued expenses and other current liabilities 1,037 Total liabilities assumed 1,181 Net identifiable assets acquired 5,981 Goodwill 1,165 Net assets acquired $ 7,146 Definite-lived intangible assets acquired were $3.2 million, primarily associated with customer relationships. The intangible assets are amortized on a straight-line basis over the estimated useful lives of approximately six years, resulting in amortization expense of $0.2 million and $0.3 million for the three and six months ended June 30, 2026. ResMetrics has contributed revenue and income before tax of $2.3 million and $0.3 million, respectively, for the three months ended June 30, 2026, and $4.1 million and $0.1 million, respectively, for the six months ended June 30, 2026. We have prepared unaudited pro forma information, as if the acquisition occurred on January 1, 2025, based on available information and certain assumptions we believe are reasonable, including: (i) adjustments for depreciation and amortization of the fair value of acquired intangibles and fixed assets, (ii) accounting policy conforming changes, (iii) elimination of interest income that could have been earned on invested cash associated with the purchase price, (iv) tax effect on earnings of ResMetrics and pro forma adjustments assuming a statutory rate of 21%, and (v) other adjustments deemed appropriate. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the ResMetrics acquisition taken place on January 1, 2025; furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our unaudited selected financial information on a pro forma basis (in thousands): Pro Forma Three Months Ended Six Months Ended June 30, June 30, 2025 2025 Revenue $ 39,139 $ 91,585 Net income attributable to NCS Multistage Holdings, Inc. $ 1,120 $ 5,199 10 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 3. Segment and Geographic Information We sell complementary products and services largely to E&P customers in the oil and gas industry, through one reportable segment, as more fully described in our Annual Report, “Note 4. Segment and Geographic Information.” We manage our activities on a consolidated basis applying qualitative factors including the nature of the products and services, the nature and commonality of production processes, a shared customer base primarily in North America, the scope of geographic operations and a common industry and regulatory environment. Our chief operating decision maker (“CODM”) is the Chief Executive Officer. We evaluate our performance on a consolidated basis by reviewing key income statement items such as revenue, gross margin, and net income, as well as other specific balance sheet and cash flow items; comparing certain key financial figures to financial guidance; and evaluating our share price performance and estimated trading multiple relative to selected peers. Our CODM utilizes the GAAP measures of net income and cash flow from operations as primary measures of profitability and cash flow, respectively, as well as secondary non-GAAP measures of Adjusted EBITDA and free cash flow (cash flow from operations less capital expenditures). The CODM assesses performance using these measures, and he decides how to allocate resources (including capital expenditures, financial resources and employees) through an integrated annual budget and more frequent forecasting processes, with the annual budget subject to approval by our Board of Directors (“Board”). The CODM allocates resources in a manner that he believes will maximize value for the consolidated corporate entity and its stockholders. The CODM considers variances from actual to budget, our most recent estimate and the prior year on a monthly basis when making decisions about the allocation of operating and capital resources. The CODM also regularly reviews consolidated cash flow, as well as the non-GAAP measure of free cash flow. The CODM assesses business performance consistent with the presentation on our consolidated financial statements supplemented with a review of certain significant selling, general and administrative (“SG&A”) expense categories. Such expenses are reviewed on a with and without basis for business combinations, until fully integrated into actual results for all periods presented. 11 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes significant SG&A expenses that are reviewed by the CODM but are not separately presented on our condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Payroll and employee benefits $ 8,897 $ 8,231 $ 18,529 $ 18,183 Share-based compensation 1,324 1,392 2,551 2,837 Professional services (1) 4,761 1,322 6,926 3,524 Insurance 631 523 1,213 1,014 Software and hardware 613 578 1,200 1,153 Other 1,732 1,580 3,267 3,110 Total SG&A $ 17,958 $ 13,626 $ 33,686 $ 29,821 (1) Includes $2.7 million and $2.8 million of professional services related to strategic acquisition activities, including the Weatherford transaction, for the three and six months ended June 30, 2026, respectively. See “Note 1. Basis of Presentation, Weatherford Transaction” for additional information. The following table summarizes revenue by geographic area attributed based on the current billing address of the customer (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 United States Product sales $ 15,220 $ 11,930 $ 29,429 $ 18,797 Services 5,244 1,682 10,175 4,187 Total United States 20,464 13,612 39,604 22,984 Canada Product sales 9,737 13,021 25,901 39,864 Services 3,677 4,948 10,724 15,823 Total Canada 13,414 17,969 36,625 55,687 Other Countries Product sales 2,721 2,825 4,931 4,181 Services 1,765 2,048 2,841 3,607 Total other countries 4,486 4,873 7,772 7,788 Total Product sales 27,678 27,776 60,261 62,842 Services 10,686 8,678 23,740 23,617 Total revenues $ 38,364 $ 36,454 $ 84,001 $ 86,459 The following table summarizes long-lived assets (defined as property and equipment, net and operating lease assets, net) by geographic area (in thousands): June 30, December 31, 2026 2025 United States $ 12,533 $ 11,789 Canada 8,570 9,448 Other Countries 3,322 3,429 Total $ 24,425 $ 24,666 12 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 4. Revenues Disaggregation of Revenue We sell our products and services primarily in North America and in selected international markets. See above “Note 3. Segment and Geographic Information” for our disaggregated revenue by geographic area. Contract Balances If the timing of the delivery of products and provision of services is different from the timing of the customer payments, we recognize either a contract asset (performance precedes contractual due date in connection with estimates of variable consideration) or a contract liability (customer payment precedes performance) on our condensed consolidated balance sheet. The following table presents the current contract liabilities as of June 30, 2026 and December 31, 2025 (in thousands): Balance at December 31, 2025 $ 60 Additions 709 Revenue recognized — Balance at June 30, 2026 $ 769 We currently do not have any contract assets or non-current contract liabilities. Our contract liability, as of June 30, 2026 and December 31, 2025, is included in other current liabilities on the applicable condensed consolidated balance sheets. Our performance obligations for our product sales and services revenue are typically satisfied before the customer’s payment; however, prepayments may occasionally be required. No revenue was recognized from the contract liability balance for the three and six months ended June 30, 2026. There was $0.4 million in revenue recognized from the contract liability balance for the three and six months ended June 30, 2025. Practical Expedient We do not disclose the value of unsatisfied performance obligations when the related contract has a duration of one year or less. We recognize revenue equal to what we have the right to invoice when that amount corresponds directly with the value of our performance to date provided to the customer. Note 5. Inventories, net Inventories consist of the following as of June 30, 2026 and December 31, 2025 (in thousands): June 30, December 31, 2026 2025 Raw materials $ 1,896 $ 2,060 Work in process 122 727 Finished goods 42,526 36,224 Total inventories, net $ 44,544 $ 39,011 13 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 6. Other Current Receivables Other current receivables consist of the following as of June 30, 2026 and December 31, 2025 (in thousands): June 30, December 31, 2026 2025 Current income tax receivables $ 3,293 $ 2,091 Employee receivables 134 211 Other receivables 2,059 1,342 Total other current receivables $ 5,486 $ 3,644 Other receivables as of June 30, 2026 and December 31, 2025, includes $1.3 million and $1.0 million, respectively, associated with probable and estimable royalties earned through license agreements but not yet received as of the balance sheet date. Note 7. Property and Equipment Property and equipment by major asset class consist of the following as of June 30, 2026 and December 31, 2025 (in thousands): June 30, December 31, 2026 2025 Land $ 1,520 $ 1,574 Building and improvements 6,985 7,314 Machinery and equipment 20,666 20,056 Computers and software 2,207 2,186 Furniture and fixtures 466 497 Vehicles 148 170 Right of use assets - finance leases 14,229 14,590 46,221 46,387 Less: Accumulated depreciation and amortization (27,490 ) (26,749 ) 18,731 19,638 Construction in progress 837 211 Property and equipment, net $ 19,568 $ 19,849 The following table presents the depreciation expense associated with the respective income statement line items for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Cost of sales Cost of product sales $ 601 $ 505 $ 1,151 $ 1,008 Cost of services 244 224 494 436 Selling, general and administrative expenses 444 506 937 995 Total depreciation $ 1,289 $ 1,235 $ 2,582 $ 2,439 We evaluate our property and equipment for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We determined there were no triggering events that indicated potential impairment of our property and equipment for the three and six months ended June 30, 2026 and 2025, and accordingly no impairment loss has been recorded. 14 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 8. Goodwill and Identifiable Intangibles The carrying amount of goodwill is summarized as follows (in thousands): June 30, December 31, 2026 2025 Gross value $ 178,327 $ 177,162 Acquisition — 1,165 Accumulated impairment (161,940 ) (161,940 ) Net $ 16,387 $ 16,387 We perform an annual impairment analysis of goodwill as of December 31, or whenever there is a triggering event that indicates an impairment loss may have been incurred. We perform our impairment analysis at a reportable unit level, evaluated separately for Repeat Precision and for the remaining NCS business. During 2025, we recorded goodwill totaling $1.2 million associated with the ResMetrics acquisition, allocated to our tracer diagnostics services group within the NCS reportable unit. See “Note 2. Acquisition of ResMetrics.” As of June 30, 2026, the only reporting units with remaining goodwill are the tracer diagnostics services group within the NCS reportable unit and Repeat Precision. We did not identify any triggering events that would indicate potential impairment for either of these units. No goodwill impairment has been recorded for the three and six months ended June 30, 2026 and 2025. Identifiable intangibles by major asset class consist of the following (in thousands): June 30, 2026 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 4,063 $ (1,522 ) $ 2,541 Customer relationships 6 - 10 6,800 (4,273 ) 2,527 Trademarks 5 190 (35 ) 155 Non-compete agreements 5 197 (36 ) 161 Total identifiable intangibles $ 11,250 $ (5,866 ) $ 5,384 December 31, 2025 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 4,063 $ (1,386 ) $ 2,677 Customer relationships 6 - 10 6,800 (3,843 ) 2,957 Trademarks 5 190 (16 ) 174 Non-compete agreements 5 197 (16 ) 181 Total identifiable intangibles $ 11,250 $ (5,261 ) $ 5,989 Total amortization expense, which is associated with SG&A expenses on the condensed consolidated statements of operations, was $0.3 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2026 and 2025. Identifiable intangibles are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Prior to the acquisition of ResMetrics, our intangible assets were primarily attributable to Repeat Precision. However, the acquisition has contributed identifiable intangible assets to the tracer diagnostics services group within the NCS reportable unit. As of June 30, 2026 and 2025, we evaluated potential triggering events and determined that there were no triggering events which indicated potential impairment of our intangible assets. Therefore, we did not record any impairment charges related to our identifiable intangibles for the three and six months ended June 30, 2026 and 2025. 15 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 9. Accrued Expenses Accrued expenses consist of the following as of June 30, 2026 and December 31, 2025 (in thousands): June 30, December 31, 2026 2025 Accrued payroll and bonus $ 5,289 $ 8,423 Property and franchise taxes accrual 220 386 Accrued other miscellaneous liabilities 1,620 652 Total accrued expenses $ 7,129 $ 9,461 Accrued payroll and bonus includes an incentive bonus that is accrued throughout the year based on our operating performance, generally paid during the first quarter of the following year. Note 10. Debt Our long-term debt consists of the following as of June 30, 2026 and December 31, 2025 (in thousands): June 30, December 31, 2026 2025 ABL Facility $ — $ — Repeat Precision Promissory Note — — Finance leases 7,521 7,644 Total debt 7,521 7,644 Less: current portion (2,326 ) (2,385 ) Long-term debt $ 5,195 $ 5,259 The estimated fair value of total debt as of June 30, 2026 and December 31, 2025 was $6.9 million at each date. The fair value of the finance leases was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments at our incremental borrowing rate through the date of maturity. Below is a description of our financing arrangements. ABL Facility In May 2022, we entered into a secured asset-based revolving credit facility (the “ABL Facility”), where credit availability is subject to a borrowing base calculation. The ABL Facility is governed by the Credit Agreement between NCS Multistage Holdings, Inc. (“NCSH”), Pioneer Investment, Inc., NCS Multistage, LLC, NCS Multistage Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as a lender under the facility provided therein (the “Credit Agreement”). In April 2024, we amended the Credit Agreement to modify the benchmark that may be used for loans in Canadian dollars in connection with the cessation of the CDOR Rate and transition to the CORRA Rate. The ABL Facility is scheduled to mature in May 2027. If the Merger Agreement is terminated or the closing of the Merger is delayed beyond current expectations, we expect to renew the ABL Facility prior to the maturity date. The ABL Facility is a revolving credit facility with an aggregate principal amount of $35.0 million, which permits borrowing up to $10.0 million in Canadian dollars and funding of up to $7.5 million for letters of credit. Total borrowings available under the ABL Facility may be limited subject to a borrowing base calculated based on eligible accounts receivable and inventory, provided such eligible balances cannot include the assets of Repeat Precision. Our available borrowing base under the ABL Facility as of June 30, 2026 was $14.5 million. As of June 30, 2026 and December 31, 2025, we had no outstanding indebtedness under the ABL Facility. As of June 30, 2026 and December 31, 2025, we utilized letter of credit commitments of $0.2 million. 16 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Borrowings under the ABL Facility may be made in U.S. dollars with interest calculated using either the “ABR”, the “Adjusted Daily Simple SOFR” or the “Adjusted Term SOFR Rate”, and in Canadian dollars with interest calculated using the “Canadian Prime Rate” or the “Adjusted Term CORRA Rate” (each as defined in the amended and restated Credit Agreement). Borrowings bear interest at a rate equal to the benchmark plus a margin that varies depending on our leverage ratio as follows: (i) for ABR based loans, between 1.40% and 2.40%, and (ii) for Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and Adjusted Term CORRA Rate, between 2.40% and 3.40%. We must also pay a commitment fee calculated at 0.25% to 0.50% per annum, based on unused commitments. The applicable interest rate as of June 30, 2026 was 6.1%. We incurred interest expense related to the ABL Facility, including commitment fees, of $0.1 million for each of the three and six months ended June 30, 2026 and 2025, respectively. The obligations of the borrowers under the ABL Facility are guaranteed by NCSH and each of our U.S. and Canadian subsidiaries (other than Repeat Precision) and are secured by substantially all of the assets of NCSH and its subsidiaries, in each case, subject to certain exceptions and permitted liens. The Credit Agreement requires, as a condition to borrowing, that available cash on hand after borrowings does not exceed $10.0 million. The Credit Agreement also requires us to (i) maintain, for quarters during which liquidity is less than 20% of the aggregate revolving commitments, a fixed charge coverage ratio of at least 1.0 to 1.0 and (ii) to prepay advances to the extent that the outstanding loans and letter of credit amounts exceed the most recently calculated borrowing base. As of June 30, 2026, we were in compliance with these financial covenants. The Credit Agreement also contains customary affirmative and negative covenants, including, among other things, restrictions on the creation of liens, the incurrence of indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates. The Credit Agreement includes customary events of default for facilities of this type (with customary materiality thresholds and grace periods, as applicable). If an event of default occurs, the lenders party to the Credit Agreement may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders party to the Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings, or to provide additional financing in excess of the borrowing base limit, or to proceed against the collateral securing the ABL Facility. We capitalized direct costs of $1.0 million in connection with the Credit Agreement, and approximately $0.1 million associated with subsequent amendments, each of which is being amortized over the remaining term of the ABL Facility using the straight-line method. Amortization of the deferred financing charges of $0.1 million for each of the three and six months ended June 30, 2026 and 2025, respectively, was included in interest expense, net. Repeat Precision Promissory Note In February 2018, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg (the “Repeat Precision Promissory Note”). The Repeat Precision Promissory Note is a revolving credit facility that has been renewed annually and was most recently renewed in May 2026 with an aggregate borrowing capacity of $2.5 million. The Repeat Precision Promissory Note is scheduled to mature in May 2027 and bears interest at a variable interest rate equal to prime plus 1.00%. The applicable interest rate at June 30, 2026 was 7.8%. The Repeat Precision Promissory Note is collateralized by certain equipment, inventory and receivables of Repeat Precision. Total borrowings may be limited subject to a borrowing base calculation, which includes a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of June 30, 2026 and December 31, 2025, there was no outstanding indebtedness under the promissory note, and the available borrowing base was $2.5 million. Repeat Precision’s indebtedness is guaranteed by its subsidiary and is not guaranteed by NCSH or any other NCS entity. Finance Leases We lease assets under finance lease arrangements, including an office and laboratory in Tulsa, Oklahoma, facilities in Odessa, Texas, and certain operating equipment and software. We also maintain a vehicle leasing arrangement with a fleet management company through which we lease light vehicles and trucks that meet the finance lease criteria. 17 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 11. Commitments and Contingencies Litigation In the ordinary course of our business, from time to time, we have various claims, lawsuits and administrative proceedings that are pending or threatened with respect to commercial, intellectual property and employee matters. Canada Patent Matters ● In July 2018, we filed a patent infringement lawsuit seeking unspecified damages against Kobold Corporation, Kobold Completions Inc. and 2039974 Alberta Ltd. (“Kobold”) in the Federal Court of Canada (“Canada Court”), alleging that Kobold’s fracturing tools and methods infringe several of our Canadian patents. In July 2019, Kobold filed a counterclaim seeking unspecified damages alleging that our fracturing tools and methods infringe their patent. The patent infringement litigation was heard in early 2022. In October 2023, the trial judge rendered a decision against us holding that our asserted patents are invalid and that we were infringing the Kobold asserted patent. The Canada Court ordered us to pay Kobold approximately $1.8 million in costs and disbursements, including taxes payable thereon, and granted an injunction prohibiting us from any further infringement of their patent. This amount was paid to Kobold in November 2023. We filed an appeal with the Court of Appeal of Canada (“Court of Appeal”), which was heard in April 2025. In July 2024, Kobold filed a motion with the Canada Court regarding whether the injunction allowed us to modify our product or, as Kobold contends, we needed to destroy or deliver the product to Kobold. This matter has been stayed by the parties pending the resolution of the redetermination described below. If the Canada Court agrees with Kobold, a fine or other remedy may be imposed against us. In October 2025, the Court of Appeal found that the trial judge erred in construing Kobold’s patent claims and set aside the findings of infringement, the permanent injunction, and the costs award. The Court of Appeal remitted the case back to the trial court to reconsider whether Kobold's patent is invalid for double patenting (claiming the same invention in two different patents), with the redetermination hearing scheduled for September 2026. The Court of Appeal reduced the costs award from approximately $1.8 million to approximately $0.9 million and further indicated that if Kobold's patent is found invalid on remand, the costs award may be further reduced or eliminated. As a result of the reduced costs award, Kobold returned $0.9 million to NCS in November 2025. While the Court of Appeal’s reasoning indicates that Kobold’s patent may be found invalid on remand, we cannot predict with certainty the outcome of the remand proceedings. If Kobold’s patent is ultimately upheld as valid and we are found to infringe, we may appeal the remand decision, and, if unsuccessful, damages would then be determined by the Canada Court, likely extending the resolution of this matter for one or more years after the remand decision. We would expect any damages awarded to be modest because of the relative ease and minimal cost incurred to implement changes to our product, with such changes resulting in no significant commercial impact to date. As of June 30, 2026, we believe a loss is reasonably possible but not probable, and any possible loss is not reasonably estimable. ● In April 2020, Kobold filed a separate patent infringement lawsuit seeking unspecified damages against us in the Canada Court, alleging that our fracturing tools infringe their Canadian patents. In the summary judgment phase, we successfully had claims relating to some of our products dismissed. We believe we have strong arguments of invalidity and non-infringement as to all remaining claims in this matter. We expect the trial for this matter to be held in the fourth quarter of 2026. 18 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Other Patent Matters In connection with patent infringement claims we asserted regarding U.S. Patent No. 10,465,445 (“the ’445 Patent”), we received favorable jury verdicts against Nine Energy Services, Inc. (“Nine”) and TCO AS (“TCO”) in the Western District of Texas, Waco Division (“Waco District Court”). In January 2022, the jury awarded NCS approximately $0.5 million in damages against Nine, and in August 2022, the jury awarded NCS approximately $1.9 million in damages against TCO. At subsequent hearings in December 2022 and May 2024, respectively, the Waco District Court awarded supplemental damages, interest, and costs, and ordered both Nine and TCO to pay ongoing royalties for their sales of infringing casing flotation devices for the life of the ’445 Patent. As of December 31, 2025, Nine and TCO have posted security totaling over $7.5 million to secure the judgments pending their appeal. Nine and TCO appealed their respective judgments to the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”). Nine and TCO filed their respective opening appellate briefs in late 2024, and we filed our responses in early 2025. Oral argument was held in March 2026, and decisions from the Federal Circuit remain pending. An adverse ruling could result in a remand, which may require us to retry the case or reassess our enforcement strategy. As the decisions are subject to appeal, we have not recorded any potential gain contingencies associated with these matters in the accompanying condensed consolidated statements of operations. In accordance with GAAP, we accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated. Our legal contingencies may increase or decrease, on a matter-by-matter basis, to account for future developments. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred. Although the outcome of any legal proceeding cannot be predicted with any certainty, our assessment of the likely outcome of litigation matters is based on our judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to each matter. Operating Leases In June 2026, we renewed operating leases for existing warehouse and office facilities in Tulsa, Oklahoma for three-year terms, recording operating lease right-of-use assets and corresponding lease liabilities associated therewith totaling $0.8 million. Note 12. Share-Based Compensation During the six months ended June 30, 2026, we granted 53,948 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $40.06. We account for RSUs granted to employees at fair value, which we measure as the closing price of our common stock on the date of grant, and we recognize the compensation expense in the financial statements over the requisite service period. The RSUs granted to our employees generally vest over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The RSUs granted to the nonemployee members of our Board generally vest on or around the one-year anniversary of the grant date and either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control. During the six months ended June 30, 2026, we granted 34,622 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $40.06. When ESUs are granted to employees, they are valued at fair value, which we measure at the closing price of our common stock on the date of grant. Since ESUs are settled in cash, we record a liability, which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs granted to our employees generally vest and settle over a period of three equal annual installments beginning on or around the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee of the Board. In addition, during the six months ended June 30, 2026, we granted 25,420 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2026 to December 31, 2028. The PSUs grant date fair value of $36.68 was measured using a Monte Carlo simulation. The number of PSUs ultimately issued is dependent upon our total shareholder return (“TSR”) relative to our performance peer group (“relative TSR”) over a three-year performance period and is subject to an absolute TSR modifier, which may reduce or increase payouts based on whether our absolute TSR is above or below specified thresholds. Each PSU associated with the March 2026 award will settle for between zero and 1.25 shares of our common stock in the first quarter of 2029. The threshold performance level (25th percentile relative TSR) earns 50% of the target PSUs, the mid-point performance level (50th percentile relative TSR) earns 100% of the target PSUs and the maximum performance level (75th percentile relative TSR) earns 125% of the target PSUs. 19 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Under the Merger Agreement, at the Effective Time, each outstanding RSU (other than director RSUs), ESU and PSU, will be assumed by Weatherford and converted into an award covering Weatherford ordinary shares based on the Share Consideration exchange ratio, generally subject to the same vesting and forfeiture terms, except that the maximum payout cap applicable to ESUs will cease to apply, the settlement method for ESUs will change from cash to Share Consideration, and the performance goals applicable to PSUs will be deemed satisfied at the greater of target or actual achievement as of the date of the Merger Agreement. RSUs held by non-employee directors will vest and settle immediately prior to the Effective Time. Total share-based compensation expense for all awards was $1.3 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively, and $2.6 million and $2.8 million for the six months ended June 30, 2026 and 2025, respectively. Note 13. Income Taxes The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, or additional information is obtained. The computation of the annual estimated effective tax rate includes applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends. Our effective tax rate (“ETR”) from continuing operations was 31.0% and (155.0%) for the three months ended June 30, 2026 and 2025, respectively, and 29.1% and (6.2%) for the six months ended June 30, 2026 and 2025, respectively. The income tax benefit for the three and six months ended June 30, 2026 and 2025 relates to results generated by our businesses in the United States, Canada, and certain other foreign jurisdictions. During the second and fourth quarters of 2025, respectively, we reversed substantially all of the valuation allowance previously recorded against the deferred tax assets of our Canadian and U.S operating subsidiaries due to sustained improvements in operating results, including a return to profitability and forecasts of future taxable income sufficient to realize the remaining deferred tax assets. Management considered a variety of positive and negative evidence which provided a basis for the conclusion that it is more likely than not that the deferred tax assets will be realized in future periods. Canada Tax Reassessments We are routinely subject to tax audits and reviews in various jurisdictions around the world. Tax authorities may challenge tax positions taken by us and our interpretation of the tax laws in specific jurisdictions. In January 2026, NCS Multistage Inc. (“NCS Canada”), a Canadian subsidiary, received a Notice of Reassessment (“NOR”) from the Canada Revenue Agency (“CRA”), revised in April 2026, to an aggregate amount of approximately CAD $19.3 million ($13.6 million USD, converted using the exchange rate as of June 30, 2026), including approximately CAD $15.2 million ($10.7 million USD) in income taxes, and approximately CAD $4.1 million ($2.9 million USD) in interest and penalties, relating to the taxation years ended November 30, 2017, December 31, 2019, December 31, 2022, and December 31, 2023. The CRA disallowed certain business expenses of NCS Canada as not deductible for income tax purposes in tax years 2022 and 2023, including what we would characterize as ordinary course operating expenses as well as expenses subject to transfer pricing adjustments that are supported by annual third-party transfer pricing studies. The CRA further asserted that taxable income should be adjusted in those tax years and in other years subject to carryback adjustments. In March 2026, following the NOR described above, NCS Canada received a Notice of Reassessment for Corporate Income Tax from the Province of Alberta (“Alberta”) for the same matter, revised in May 2026 to an additional amount assessed of approximately CAD $8.1 million ($5.7 million USD), including approximately CAD $6.3 million ($4.5 million USD) in income taxes and approximately CAD $1.8 million ($1.2 million USD) in interest and penalties. The amounts assessed by the CRA and Alberta are each subject to change during the administrative review processes and may increase or decrease due to additional interest and penalties or further reassessment by the applicable taxing authority. These reassessments may also be extended to involve other NCS entities or taxation years. 20 Table of Contents NCS MULTISTAGE HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In April 2026, STS Tracer Services Ltd. (“STS Canada”), a Canadian subsidiary, received a NOR from the CRA for approximately CAD $0.5 million ($0.3 million USD), including approximately CAD $0.4 million ($0.2 million USD) in income taxes, and approximately CAD $0.1 million ($0.1 million USD) in interest and penalties. This reassessment related to taxation years ended December 31, 2019, December 31, 2022, December 31, 2023, and December 31, 2024. The CRA disallowed certain expenses related to transfer pricing adjustments that are supported by annual third-party transfer pricing studies. The CRA further asserted that taxable income should be adjusted in those tax years and in other years subject to carryback adjustments. We filed our initial Notice of Objection with the CRA for NCS Canada in March 2026 and filed a revised Notice of Objection in May 2026, with the assistance of external advisors, as we believe our tax positions are supportable under applicable Canadian tax laws. We also filed a Notice of Objection with Alberta for NCS Canada in May 2026 and a revised Notice of Objection, to correspond with the current reassessment, in June 2026. In July 2026, we filed a Notice of Objection for STS Canada. We intend to pursue all available administrative and judicial remedies necessary to resolve this matter. As of June 30, 2026, we have not recorded a liability related to the CRA NOR or the Alberta reassessment in the consolidated financial statements in accordance with treatment prescribed for uncertain tax positions under ASC 740, “Income Taxes,” as we believe it is more likely than not that our tax filing positions will ultimately be sustained. We cannot predict the ultimate outcome of this matter and the final disposition of any appeals, which could take years to resolve. If we are unable to successfully defend our tax positions with the CRA or Alberta, we may be required to record additional tax liability and record tax expense, as well as penalty and interest. We expect to be required to make a cash deposit of up to 50% of the assessed amounts while the appeals process is underway for each of these matters. As of June 30, 2026, we made deposits of approximately CAD $2.0 million ($1.4 million USD) with Alberta pursuant to a deposit request. This payment is recorded as a long-term asset on the accompanying condensed consolidated balance sheet within deposits and other assets. If our tax positions are ultimately sustained, any such deposits would be refunded with interest, and we expect the impact on our net income to be immaterial, representing the difference between the interest paid by the taxing authorities on refunded amounts and the returns that could otherwise have been earned on those funds. Note 14. (Loss) Earnings Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating (loss) earnings per common share (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Numerator Net (loss) income $ (3,037 ) $ 1,698 $ (1,296 ) $ 6,152 Less: income attributable to non-controlling interest 1,569 774 3,681 1,172 Net (loss) income attributable to NCS Multistage Holdings, Inc. $ (4,606 ) $ 924 $ (4,977 ) $ 4,980 Denominator Basic weighted average number of shares 2,687 2,594 2,658 2,581 Dilutive effect of other equity awards — 140 — 123 Diluted weighted average number of shares 2,687 2,734 2,658 2,704 (Loss) earnings per common share Basic $ (1.71 ) $ 0.36 $ (1.87 ) $ 1.93 Diluted $ (1.71 ) $ 0.34 $ (1.87 ) $ 1.84 Potentially dilutive securities excluded as anti-dilutive 223 2 214 2 21 Table of Contents

Risk Factors

There have been no material changes from the risk factors disclosed in our Annual Report for the year ended December 31, 2025, except as set forth below. The proposed merger with Weatherford is subject to closing conditions and may not be completed, which could adversely affect our business and operating results. The completion of the proposed merger with Weatherford is subject to the satisfaction or waiver of various closing conditions, including the receipt of required regulatory approvals. These conditions may not be satisfied or waived in a timely manner, or at all, and the merger may be delayed or not completed. Any delay in completing, or failure to complete, the proposed merger could adversely affect our business, financial condition and operating results. The business relationships of NCS and its subsidiaries may be subject to disruption due to uncertainty associated with the proposed merger with Weatherford, which could have an adverse effect on the results of operations, cash flows, and financial position of NCS. Parties with which NCS, or its subsidiaries, do business may be uncertain as to the effects the proposed merger with Weatherford may have on them, including with respect to current or future business relationships with NCS, or its subsidiaries. These relationships may be subject to disruption as customers, suppliers, and other persons with whom NCS has a business relationship may delay or defer certain business decisions or might decide to terminate, change, or renegotiate their relationships with NCS or consider entering into business relationships with parties other than NCS, or its subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows, and financial position of NCS. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the proposed merger with Weatherford or termination of the Merger Agreement. Failure to complete the proposed merger with Weatherford could negatively affect the stock price and the future business and financial results of NCS. If the proposed merger with Weatherford is not completed for any reason, the ongoing business of NCS may be adversely affected and, without realizing any of the benefits of having completed the proposed merger with Weatherford, NCS could be subject to a number of negative consequences, including the following: ● NCS may experience negative reactions from the financial markets, including negative impacts on its stock price; ● NCS may experience negative reactions from its customers and suppliers; ● NCS may experience negative reactions from its employees and may not be able to retain key management personnel and other key employees; ● the Merger Agreement places certain restrictions on the conduct of NCS’s business prior to completion of the proposed merger with Weatherford, the waiver of which is subject to the consent of Weatherford (not to be unreasonably withheld, conditioned, or delayed), which may prevent NCS from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that may be beneficial to NCS; and ● matters relating to the proposed merger with Weatherford (including integration planning) will require substantial commitments of time and resources by NCS management, which could otherwise be devoted to day-to-day operations and other opportunities that may be beneficial to NCS as an independent company. In addition, NCS could be subject to litigation arising out of the proposed merger and/or related to any failure to complete the proposed merger with Weatherford or related to any enforcement proceeding commenced against NCS to perform its obligations under the Merger Agreement. If the Merger is not completed, any of these risks may materialize and may adversely affect NCS’s businesses, financial condition, financial results and stock price. 39 Table of Contents We will incur significant transaction-related costs in connection with the proposed merger. We have incurred, and expect to continue to incur, significant costs in connection with the proposed merger, including legal, financial advisory and other professional fees. Many of these costs are payable regardless of whether the merger is completed. In addition, under specified circumstances, we may be required to pay a termination fee in connection with the termination of the Merger Agreement. The incurrence of these costs could adversely affect our financial condition, operating results and cash flows.

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