RPC, INC._September 30, 2026

Table of Contents

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 September 30, 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 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 October 23, 2026, RPC, Inc. had 221,573,553 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 September 30, 2026, and December 31, 2025	3

	Consolidated Statements of Operations – For the three and nine months ended September 30, 2026, and 2025	4

	Consolidated Statements of Comprehensive (Loss) Income – For the three and nine months ended September 30, 2026, and 2025	5

	Consolidated Statements of Stockholders’ Equity – For the three and nine months ended September 30, 2026, and 2025	6

	Consolidated Statements of Cash Flows – For the nine months ended September 30, 2026, and 2025	7

	Notes to Consolidated Financial Statements	8 –21

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 – 33

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

Part II. Other Information

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	34

Item 3.	Defaults upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signatures		36

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2026, AND DECEMBER 31, 2025

(In thousands, except share and par value data)


	September 30,		December 31,
	2026		2025
ASSETS		(Unaudited)		(Note 1)
Cash and cash equivalents	$	177,110	$	209,974
Accounts receivable, net		387,094		327,668
Inventories		140,502		119,004
Income taxes receivable		572		6,302
Prepaid expenses		12,652		18,307
Other current assets		23,231		23,215
Total current assets		741,161		704,470
Property, plant and equipment, net		473,607		531,556
Operating lease right-of-use assets		19,259		24,094
Finance lease right-of-use assets		1,493		1,934
Goodwill		81,249		83,422
Other intangibles, net		61,011		97,499
Other assets		14,225		25,410
Total assets	$	1,392,005	$	1,468,385

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable	$	135,972	$	119,757
Accrued payroll and related expenses		34,987		38,636
Accrued insurance expenses		8,269		7,194
Accrued state, local and other taxes		7,062		3,543
Income taxes payable		2,517		787
Unearned revenue		—		13,233
Current portion of operating lease liabilities		5,685		7,606
Current portion of finance lease liabilities		917		977
Current portion of notes payable		10,000		20,000
Accrued expenses and other liabilities		5,414		5,419
Total current liabilities		210,823		217,152
Accrued insurance expenses		17,866		15,570
Notes payable		20,000		30,000
Operating lease liabilities		14,495		17,762
Finance lease liabilities		645		1,041
Other long-term liabilities		5,367		10,814
Deferred income taxes		55,870		76,875
Total liabilities		325,066		369,214
Commitments and contingencies (Note 14)

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, 221,573,553 and 220,571,673 shares issued and outstanding in 2026 and 2025, respectively		22,157		22,057
Capital in excess of par value		—		—
Retained earnings		1,047,606		1,079,664
Accumulated other comprehensive loss		(2,824)		(2,550)
Total stockholders’ equity		1,066,939		1,099,171
Total liabilities and stockholders’ equity	$	1,392,005	$	1,468,385

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

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RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025

(In thousands except per share data)

(Unaudited)


	Three months ended					Nine months ended
	September 30,					September 30,
	2026			2025		2026			2025
Revenues	$	467,735		$	447,103	$	1,383,359		$	1,200,789
COSTS AND EXPENSES:
Cost of revenues (exclusive of depreciation and amortization shown separately below)		349,752			334,673		1,051,055			896,314
Selling, general and administrative expenses		50,813			44,628		150,543			127,952
Impairment charges		74,464			—		74,464			—
Acquisition related employment costs		7,292			6,467		21,875			13,021
Depreciation and amortization		42,658			44,098		128,494			122,068
Gain on disposition of assets, net		(3,471)			(3,563)		(6,690)			(7,288)
Operating (loss) income		(53,773)			20,800		(36,382)			48,722
Interest expense		(533)			(949)		(2,034)			(2,087)
Interest income		1,509			1,748		4,825			6,761
Other income, net		886			968		2,564			3,005
(Loss) income before income taxes		(51,911)			22,567		(31,027)			56,401
Income tax (benefit) provision		(9,982)			9,604		(2,028)			21,260
Net (loss) income	$	(41,929)		$	12,963	$	(28,999)		$	35,141

(Loss) earnings per share
Basic	$	(0.20)		$	0.06	$	(0.14)		$	0.16
Diluted	$	(0.20)		$	0.06	$	(0.14)		$	0.16

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

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RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025

(In thousands)

(Unaudited)


	Three months ended					Nine months ended
	September 30,					September 30,
	2026			2025		2026			2025
Net (loss) income	$	(41,929)		$	12,963	$	(28,999)		$	35,141
Other comprehensive (loss) income:
Foreign currency translation		(4)			(124)		(274)			174
Comprehensive (loss) income	$	(41,933)		$	12,839	$	(29,273)		$	35,315

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 NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025

(In thousands)

(Unaudited)


		Nine months ended September 30, 2026
													Accumulated
							Capital in						Other
		Common Stock					Excess of			Retained			Comprehensive
		Shares		Amount			Par Value			Earnings			Loss			Total
Balance, December 31, 2025		220,572		$	22,057		$	—		$	1,079,664		$	(2,550)		$	1,099,171
Stock issued for stock incentive plans, net		1,607			161			3,337			—			—			3,498
Stock purchased and retired		(541)			(54)			(3,337)			(61)			—			(3,452)
Net income		—			—			—			855			—			855
Cash dividends ($0.04 per share)		—			—			—			(8,865)			—			(8,865)
Acquisition related employment costs, net of taxes		—			—			—			5,208			—			5,208
Foreign currency translation		—			—			—			—			(113)			(113)
Balance, March 31, 2026		221,638			22,164			—			1,076,801			(2,663)			1,096,302
Stock issued for stock incentive plans, net		19			2			4,182			—			—			4,184
Stock purchased and retired		—			—			(4,182)			4,182			—			—
Net income		—			—			—			12,075			—			12,075
Cash dividends ($0.04 per share)		—			—			—			(8,864)			—			(8,864)
Acquisition related employment costs, net of taxes		—			—			—			5,209			—			5,209
Foreign currency translation		—			—			—			—			(157)			(157)
Balance, June 30, 2026		221,657			22,166			—			1,089,403			(2,820)			1,108,749
Stock issued for stock incentive plans, net		(84)			(9)			3,791			—			—			3,782
Stock purchased and retired		—			—			(3,791)			3,789			—			(2)
Net loss		—			—			—			(41,929)			—			(41,929)
Cash dividends ($0.04 per share)		—			—			—			(8,865)			—			(8,865)
Acquisition related employment costs, net of taxes		—			—			—			5,208			—			5,208
Foreign currency translation		—			—			—			—			(4)			(4)
Balance, September 30, 2026		221,573		$	22,157		$	—		$	1,047,606		$	(2,824)		$	1,066,939


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

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 NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025

(In thousands)

(Unaudited)


	Nine months ended September 30,
	2026			2025
OPERATING ACTIVITIES
Net (loss) income	$	(28,999)		$	35,141
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		128,494			122,068
Stock-based compensation expense		11,464			9,101
Gain on disposition of assets, net		(6,690)			(7,288)
Deferred income tax (benefit) provision		(21,005)			12,090
Impairment charges		74,464			—
Acquisition related employment costs		21,875			13,021
Other non-cash adjustments		125			(79)
(Increase) decrease in assets:
Accounts receivable		(59,529)			(4,712)
Income taxes receivable		5,730			956
Inventories		(21,659)			(2,386)
Prepaid expenses		5,655			4,417
Other current assets		(181)			(1,613)
Retirement plan assets		—			(1,987)
Other non-current assets		4,935			(2,530)
(Decrease) increase in liabilities:
Accounts payable		15,069			(2,214)
Income taxes payable		1,730			364
Unearned revenue		(13,233)			(45,376)
Accrued payroll and related expenses		(3,624)			2,384
Accrued insurance expenses		1,075			1,147
Accrued state, local and other taxes		3,519			3,076
Other accrued expenses		(2,515)			261
Retirement plan liabilities		—			(410)
Long-term accrued insurance expenses		2,296			1,641
Other long-term liabilities		(3,264)			2,396
Net cash provided by operating activities		115,732			139,468

INVESTING ACTIVITIES
Capital expenditures		(110,727)			(117,780)
Proceeds from sale of assets		12,951			15,931
Purchase of business, net of cash and debt assumed		—			(165,656)
Net cash used for investing activities		(97,776)			(267,505)

FINANCING ACTIVITIES
Payment of dividends		(26,594)			(26,300)
Repayment of debt		(20,000)			(4,502)
Cash paid for common stock purchased and retired		(3,454)			(2,868)
Cash paid for finance lease		(772)			(806)
Net cash used for financing activities		(50,820)			(34,476)

Net decrease in cash and cash equivalents		(32,864)			(162,513)
Cash and cash equivalents at beginning of period		209,974			325,975
Cash and cash equivalents at end of period	$	177,110		$	163,462

Supplemental cash flows disclosure:
Income tax payments, net	$	11,394		$	8,030
Interest paid	$	1,843		$	1,723
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$	8,572		$	11,680

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 whereby all of the Company’s subsidiaries and investees where it has voting control are presented on a consolidated basis.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The balance sheet at December 31, 2025, 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, 2025.

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

2. RECENT ACCOUNTING STANDARDS

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

ASU 2025-11: Interim Reporting (Topic 270): Narrow-Scope Improvements: This ASU updates existing guidance related to interim reporting. This amendment provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The provisions in this ASU are effective beginning in 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.

ASU 2025-06: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: This ASU updates existing guidance related to the capitalization of development costs for internal-use software. These amendments update the threshold required to start capitalizing software costs and remove references to a sequential software development method. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.

ASU 2024-03: Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and annual 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 the acquisition (the “Acquisition”) of Pintail Alternative Energy, LLC ("Pintail”). The supplemental pro forma financial information presented below has been prepared using the acquisition method of accounting and is based on the historical financial information of Pintail and RPC. This pro forma financial information does not necessarily represent what the combined company’s revenues or results of operations would have been had the acquisition been completed on January 1, 2024, nor is such information intended to be a projection of future operating results of the combined company.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


		Nine months ended September 30,
		2025
(in thousands)
Revenues		$	1,308,541
Net income			32,680

4. IMPAIRMENT CHARGES

Pintail asset group valuation at the time of acquisition reflected certain expectations regarding customer wireline activity, pricing, operating margins and future cash flows. Subsequent to the April 1, 2025, acquisition, Pintail experienced persistent customer pricing weakness, lower wireline activity levels, and increased wireline costs. These factors represented a significant adverse change in Pintail’s operating environment that resulted in operating performance and cash flows being below acquisition-date expectations. During the third quarter of 2026, indicators existed that the carrying amount of the Pintail asset group might not be fully recoverable due to continued pricing weakness, lower customer wireline activity and cost pressure. As a result, the Company evaluated the triggering event indicators in accordance with ASC 360 - Property, Plant and Equipment, and performed a recoverability assessment of Pintail’s long-lived asset group as of August 31, 2026 (“Assessment Date”). The Company determined that the operating equipment was the primary asset class in the Pintail asset group and its remaining weighted average useful life was used in determining the period over which undiscounted cash flows were evaluated. Based on actual results and updated forecasts, the estimated undiscounted cash flows were less than the carrying amount of the asset group. Therefore, in accordance with ASC 360, the Company measured the impairment based on the amount by which the carrying amount of the asset group exceeded its estimated fair value.

The Company estimated the fair value of the Pintail asset group as of the Assessment Date, with assistance from an independent third-party valuation specialist, using an income approach based on discounted projected cash flows. Management was responsible for the fair value estimate and the underlying forecasts and assumptions. The Company used internal forecasts which included estimates of future revenues, operating margins, capital expenditures, working capital requirements and long-term growth rates.

The Company recorded a non-cash impairment charge for the amount by which the asset group’s carrying amount exceeded its estimated fair value as of the Assessment Date. The impairment charge was allocated to the long-lived assets within the asset group, subject to the requirement that the carrying amount of an individual asset not be reduced below its estimated fair value when determinable. In determining the impairment allocated to property, plant and equipment, the Company estimated fair value floors by applying class-level factors to the net book value of each asset class. These factors were developed primarily through a sampling analysis that compared selected assets to secondary-market prices for similar equipment, adjusted for differences in age, configuration and other asset-specific characteristics. Where sufficient direct market data was unavailable, the factors were developed using market results for related equipment or estimates based on the assets’ characteristics and expected resale marketability.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Non-cash impairment charges, before income taxes, were allocated to the long-lived assets for the three and nine months ended September 30, 2026, as follows:


(in thousands)
Customer relationships	$	51,167
Trade names		7,083
Property, plant and equipment		16,214
Impairment charges	$	74,464

All of the impairment charges related to assets within the Technical Services reportable segment. The Company evaluated whether the circumstances giving rise to the impairment represented a triggering event for goodwill at the Technical Services reporting-unit level and concluded that an interim goodwill impairment test was not required.

The nonrecurring fair value measurement of the Pintail asset group was approximately $78.9 million as of August 31, 2026, based primarily on significant unobservable inputs and therefore was classified within Level 3 of the fair value hierarchy. The Company used a weighted average cost of capital of 14.5% and a residual growth rate of (2.0)% in estimating fair value. The negative 2% residual growth rate reflects management’s expectations regarding Pintail’s longer-term customer activity and pricing weakness.

The significant assumptions used in determining fair value reflect estimates regarding Pintail’s future operating performance and market-participant assumptions. The estimated fair value of the asset group would have been lower if forecasted cash flows or the residual growth rate were lower or if the discount rate was higher. Conversely, the estimated fair value would have been higher if forecasted cash flows or the residual growth rate were higher or if the discount rate was lower. The Company’s estimates and assumptions regarding the unobservable inputs are subject to change as a result of changes in market and economic conditions and Pintail’s future operating performance.

The full extent of the impact of Pintail’s continued pricing weakness on the business, financial condition, results of operations or cash flows as well as the pace or extent of any subsequent recovery cannot be reasonably predicted at this time. If the Pintail asset group’s future operating performance is lower than the assumptions used in the estimation of fair value, the Company may record further asset impairments.

5. REVENUES

Accounting Policy:

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

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

Nature of services:

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Technical Services

●

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

Support Services

●

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

●

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

Payment terms:

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

Significant judgments:

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

Disaggregation of revenues:

See Note 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:


		September 30,			December 31,
		2026			2025
(in thousands)
Unbilled trade receivables		$	59,400		$	46,817

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

Unearned revenue

Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. All of the $13.2 million recorded as unearned revenue as of December 31, 2025, was recognized as revenues during the first quarter of 2026.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. 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.

As of September 30, 2026, there were 3,468,252 shares available for grant under the Company’s 2024 Stock Incentive Plan.

7. DEPRECIATION AND AMORTIZATION

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


	Three months ended				Nine months ended
	September 30,				September 30,
		2026		2025		2026		2025
(in thousands)
Cost of revenues	$	37,021	$	38,383	$	111,594	$	107,408
Selling, general and administrative expenses		5,637		5,715		16,900		14,660
Total	$	42,658	$	44,098	$	128,494	$	122,068

8. INCOME TAXES

The Company calculates its interim income tax provision or benefit under ASC 740, Income Taxes (“ASC 740”) by computing an estimated annual effective tax rate and applying the rate to year-to-date pretax income or loss and adjusting for discrete items including changes to prior-period estimates. For the quarter ended September 30, 2026, the Company excluded the impairment charges from the calculation of its annual effective tax rate pursuant to the provisions of ASC 740-270-30-12. The Company evaluated and concluded that the impairment charges were a significant and infrequently occurring item and excluding the impairment charges from the annual effective tax rate results in the recognition of the tax effect of such charges in the period when they are recorded.

For the three months ended September 30, 2026, the effective rate reflects a benefit of 19.2% compared to a provision of 42.6% for the comparable period in the prior year. For the nine months ended September 30, 2026, the effective rate reflects a benefit of 6.5% compared to a provision of 37.7% for the comparable period in the prior year. The change in the effective tax rate was primarily due to the impact of unfavorable permanent differences in relation to a pretax loss in 2026, compared to pretax income in 2025. In addition, the tax effect of the impairment charges totaling approximately $17.1 million was recorded as a discrete item and included in the effective rate for the quarter.

9. EARNINGS PER SHARE

Basic and diluted earnings per share are computed by dividing net (loss) 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. Dilutive securities were excluded from the computation of loss per share because their inclusion would have been anti-dilutive in periods of net reported loss.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table shows the restricted shares of common stock outstanding issued to employees and as stock consideration as part of the Pintail acquisition (participating securities) and a reconciliation of outstanding weighted average shares:


		Three months ended						Nine months ended
		September 30,						September 30,
		2026			2025			2026			2025
(in thousands)
Net (loss) income available for stockholders		$	(41,929)		$	12,963		$	(28,999)		$	35,141
Less: Adjustments for earnings attributable to participating securities			(204)			(489)			(859)			(986)
Net (loss) income used in calculating earnings per share		$	(42,133)		$	12,474		$	(29,858)		$	34,155

Weighted average shares outstanding (including participating securities)			221,628			220,575			221,540			218,959
Adjustment for participating securities			(6,628)			(8,331)			(7,415)			(4,054)
Shares used in calculating basic and diluted earnings per share			215,000			212,244			214,125			214,905

10. ACCOUNTS RECEIVABLE

Accounts receivable, net consists of the following:


		September 30,			December 31,
		2026			2025
(in thousands)
Trade receivables:
Billed		$	331,645		$	281,918
Unbilled			59,400			46,817
Other receivables			4,807			5,955
Total			395,852			334,690
Less: allowance for credit losses			(8,758)			(7,022)
Accounts receivable, net		$	387,094		$	327,668

Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s creditworthiness. Unbilled receivables represent revenues earned but not billed to the customer until future dates, usually within one month. Other receivables consist primarily of net amounts receivable from an agent that operates internationally, as well as amounts due from the favorable resolution of state tax audits and rebates due from suppliers.

11. CURRENT EXPECTED CREDIT LOSSES

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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:



		Nine months ended
		September 30,
	* *	2026		2025
(in thousands)
Beginning balance		$	7,022	$	7,906
Provision for current expected credit losses			2,521		980
Write-offs			(813)		(1,291)
Recoveries collected (net of expenses)			28		98
Ending balance		$	8,758	$	7,693

12. 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.


	September 30,		December 31,
(in thousands)	2026		2025
Raw materials and supplies	$	129,627	$	109,259
Finished goods		10,875		9,745
Total inventory	$	140,502	$	119,004

13. OTHER INTANGIBLES, NET

Intangible assets are amortized over their legal or estimated useful life. The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible asset class as of September 30, 2026, and December 31, 2025:


			September 30, 2026				December 31, 2025
	Estimated Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
(in thousands)
Finite-lived intangibles:
Customer relationships ⁽¹⁾	10	$	34,189	$	(6,878)	$	93,700	$	(8,778)
Trade names and trademarks ⁽¹⁾	10		6,867		(1,861)		12,819		(1,816)
Software licenses	3		5,350		(4,563)		5,350		(3,776)
Intangible assets currently being amortized			46,406		(13,302)		111,869		(14,370)

Costs related to internal use software ⁽²⁾			27,907		—		—		—

Other intangibles		$	74,313	$	(13,302)	$	111,869	$	(14,370)

(1)

Current balances reflect the impact of the impairment charges recorded in the third quarter of 2026. See Note titled "Impairment charges" for additional information. In addition, the Company evaluated the remaining useful life of the intangibles that were subject to impairment and concluded that no changes were warranted as the Company continues to service Pintail customers and use the trade names in continuing operations of the Pintail asset group.

(2)	Amortization of these costs will begin when the asset is placed in service per the Company’s policy on internal-use software. As of December 31, 2025, $18.7 million of such costs were included in Property, plant and equipment and have not been reclassified.

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Amortization expense for each of the periods presented follows:


	Three months ended				Nine months ended
	September 30,				September 30,
		2026		2025		2026		2025
(in thousands)
Amortization of finite-lived intangible assets	$	2,638	$	3,609	$	8,546	$	7,219

Estimated future amortization expense based on balances as of September 30, 2026, is as follows: approximately $1.2 million in the remainder of 2026, approximately $4.1 million in each of the years 2027 through 2031.

14. 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 statute that could result in unfavorable outcomes. In accordance with ASC 450-20, Loss Contingencies, any probable and reasonable estimate of assessment costs have been included in accrued state, local and other taxes.

Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims, claims for personal injury, and other claims. 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. RPC is also subject to sales and use tax audits in various jurisdictions. While the outcome of these existing lawsuits, legal proceedings, claims and audits cannot be predicted with certainty, management believes that the outcome of all such proceedings, even if determined adversely, would not have a material adverse effect on RPC’s business or financial condition.

15. NOTES PAYABLE

The Company has a Credit Agreement which provides for a line of credit up to $100 million, including a $35 million letter of credit sub-facility, and a $35 million swingline sub-facility. The Credit Agreement covenants contain customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items, as well as providing for acceleration of amounts due upon the occurrence of certain specified events of default. The Credit Agreement also 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. Additionally, the Credit Agreement permits the issuance of letters of credit in currencies other than U.S. dollars.

Under the Credit Agreement, when RPC’s trailing four quarter Adjusted 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.

Revolving loans bear interest at one of the following two rates at the Company’s election:

●Term Secured Overnight Financing Rate (Term SOFR); plus, a margin ranging from 1.25% to 2.25%, based on a quarterly consolidated leverage ratio calculation, and

●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,” (c) the Term SOFR plus 1.00%, and (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.

The Company incurred approximately $258 thousand of costs associated with the Credit Agreement. These costs are being amortized to interest expense over the remaining term of the loan, and the unamortized balance is classified as part of non-current other assets. As of September 30, 2026, RPC had no outstanding borrowings under the revolving credit facility, and letters of

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million; therefore, a total of $81.8 million of the facility was available.

The Company assumed a Seller Note as part of the Pintail acquisition. Interest incurred includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs. Interest paid includes amounts due on the Seller Note and the credit facility. These amounts are presented below for the periods indicated:

Three months ended

Nine months ended

September 30,

2026

 

2025

2026

 

2025

(in thousands)

 

Interest incurred

501

880

1,932

1,831

Interest paid

508

848

1,843

1,723

16. FAIR VALUE DISCLOSURES

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

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

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

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

The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended September 30, 2026, 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 September 30, 2026, and December 31, 2025. Borrowings under our revolving credit facility and interest on the Seller Note are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in the Note titled “Notes Payable”. The Company is subject to interest rate risk, to the extent there are outstanding borrowings on the variable component of the interest rate.

The Company recognized impairment charges related to the Pintail asset group based on a nonrecurring fair value measurement classified within Level 3 of the fair value hierarchy. See Note titled “Impairment charges” for additional information on the fair value measurement, including the valuation technique and significant inputs used.

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

17. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:


			Foreign
			Currency
			Translation
(in thousands)
Balance at December 31, 2025		$	(2,550)
Change during the period:
Before-tax amount			(274)
Balance at September 30, 2026		$	(2,824)


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

18. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED

The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. During the three months ended September 30, 2026, there were no shares repurchased by the Company in the open market. As of September 30, 2026, there were 12,768,870 shares remaining available for repurchase. 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-based restricted share awards granted to employees.

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

Nine months ended September 30, 2026

Nine months ended September 30, 2025

 

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

541

6.38

3,454

424

6.76

2,868

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

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

The accounting policies of the reportable segments are the same as those referenced in Note titled “General.” 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 Chief Operating Decision Maker (“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). The 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.

Significant segment revenues, expenses and operating income by reportable segment for the three and nine months ended September 30, 2026, and 2025 are shown in the following tables:

Three months ended September 30,

Nine months ended September 30,

Technical

Support

Technical

Support

 

Services

 

Services

 

Total

 

Services

 

Services

 

Total

(in thousands)

2026

Revenues

444,234

23,501

467,735

1,316,631

66,728

1,383,359

Employment costs ⁽¹⁾

100,723

5,287

106,010

298,973

15,917

314,890

Materials and supplies

129,038

883

129,921

409,585

2,793

412,378

Maintenance & repairs

56,884

2,963

59,847

156,555

8,974

165,529

Fleet and transportation

17,594

751

18,345

55,759

2,594

58,353

Other cost of revenues ⁽²⁾

34,487

1,142

35,629

96,427

3,478

99,905

Cost of revenues (exclusive of depreciation and amortization)

338,726

11,026

349,752

1,017,299

33,756

1,051,055

Employment costs ⁽¹⁾

19,881

2,847

22,728

54,310

8,227

62,537

Enterprise shared services ⁽³⁾

9,323

431

9,754

28,560

1,334

29,894

Other selling, general and administrative expenses ⁽⁴⁾

9,082

1,349

10,431

28,153

4,624

32,777

Selling, general and administrative expenses

38,286

4,627

42,913

111,023

14,185

125,208

Segment depreciation and amortization

38,357

4,280

42,637

115,904

12,528

128,432

Segment operating income

28,865

3,568

32,433

72,405

6,259

78,664

Unallocated corporate expenses ⁽⁵⁾

7,921

25,397

Acquisition related employment costs

7,292

21,875

Impairment charges ⁽⁶⁾

74,464

Gain on disposition of assets, net

(3,471)

(6,690)

Operating loss

(53,773)

(36,382)

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



			Three months ended September 30,						Nine months ended September 30,
			Technical		Support			Technical		Support
			Services		Services		Total	Services		Services		Total
(in thousands)
2025
Revenues		$	422,206	$	24,897	$	447,103	$	1,130,804	$	69,985	$	1,200,789

Employment costs ⁽¹⁾			102,133		5,749		107,882		277,019		16,316		293,335
Materials and supplies			113,119		984		114,103		298,586		2,779		301,365
Maintenance & repairs			59,967		3,444		63,411		155,483		8,990		164,473
Fleet and transportation			14,140		793		14,933		37,749		2,281		40,030
Other cost of revenues ⁽²⁾			33,155		1,189		34,344		93,471		3,640		97,111
Cost of revenues (exclusive of depreciation and amortization)		$	322,514	$	12,159	$	334,673	$	862,308	$	34,006	$	896,314

Employment costs ⁽¹⁾			17,465		2,620		20,085		48,015		7,737		55,752
Enterprise shared services ⁽³⁾			6,824		207		7,031		25,969		1,092		27,061
Other selling, general and administrative expenses ⁽⁴⁾			9,944		2,240		12,184		23,817		4,358		28,175
Selling, general and administrative expenses		$	34,233	$	5,067	$	39,300	$	97,801	$	13,187	$	110,988

Segment depreciation and amortization			41,011		3,067		44,078		111,121		10,888		122,009
Segment operating income		$	24,448	$	4,604	$	29,052	$	59,574	$	11,904	$	71,478
Unallocated corporate expenses ⁽⁵⁾							5,348						17,023
Acquisition related employment costs							6,467						13,021
Gain on disposition of assets, net							(3,563)						(7,288)
Operating income						$	20,800					$	48,722

(1)

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

(2)

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

(3)

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

(4)

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

(5)

Unallocated corporate expenses are included in Selling, general and administrative expenses and Depreciation and amortization at the consolidated level.

(6)

All of the impairment charges related to Technical Services. See Note titled “Impairment charges” for additional information.

The table below shows the reconciliation of segment totals to the consolidated level:



		Technical			Support			Segment			Unallocated			Consolidated
Three months ended September 30,		Services			Services			Total			Total			Total
(in thousands)
2026
Selling, general and administrative expenses		$	38,286		$	4,627		$	42,913		$	7,900		$	50,813
Depreciation and amortization			38,357			4,280			42,637			21			42,658
Capital expenditures ⁽¹⁾			32,201			7,625			39,826			64			39,890
Total assets, end of period ⁽²⁾		$	1,035,299		$	104,070		$	1,139,369		$	252,636		$	1,392,005
2025
Selling, general and administrative expenses		$	34,233		$	5,067		$	39,300		$	5,328		$	44,628
Depreciation and amortization			41,011			3,067			44,078			20			44,098
Capital expenditures ⁽¹⁾			32,838			8,676			41,514			943			42,457
Total assets, end of period ⁽²⁾		$	1,114,712			99,455		$	1,214,167		$	284,629		$	1,498,796

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RPC, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


		Technical			Support			Segment			Unallocated			Consolidated
Nine months ended September 30,		Services			Services			Total			Total			Total
(in thousands)
2026
Selling, general and administrative expenses		$	111,023		$	14,185		$	125,208		$	25,335		$	150,543
Depreciation and amortization			115,904			12,528			128,432			62			128,494
Capital expenditures ⁽¹⁾			88,563			18,869			107,432			3,295			110,727
2025
Selling, general and administrative expenses		$	97,801		$	13,187		$	110,988		$	16,964		$	127,952
Depreciation and amortization			111,121			10,888			122,009			59			122,068
Capital expenditures ⁽¹⁾			91,329			23,770			115,099			2,681			117,780

(1)

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

(2)

Unallocated total primarily consists of cash and cash equivalents of $177.1 million and $163.5 million managed at corporate as of September 30, 2026 and 2025 respectively.

The following summarizes revenues for the United States and separately for all international locations combined for the three and nine months ended September 30, 2026, and 2025. The revenues are 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						Nine months ended
		September 30,						September 30,
		2026			2025			2026			2025
(in thousands)
United States revenues		$	457,563		$	439,204		$	1,357,307		$	1,176,430
International revenues			10,172			7,899			26,052			24,359
Total revenues		$	467,735		$	447,103		$	1,383,359		$	1,200,789

Segment Revenues:

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


		Three months ended						Nine months ended
		September 30,						September 30,
		2026			2025			2026			2025
(in thousands)
Technical Services:
Pressure Pumping		$	144,466		$	124,769		$	425,111		$	367,583
Downhole Tools			114,891			105,024			337,473			298,476
Wireline			81,803			104,863			273,610			212,705
Coiled Tubing			48,788			42,465			127,865			110,085
Cementing			26,648			24,192			81,475			79,479
Nitrogen			9,043			7,283			23,779			23,345
Snubbing			10,029			6,473			26,865			21,225
All other			8,566			7,137			20,453			17,906
Total Technical Services			444,234			422,206			1,316,631			1,130,804

Support Services:
Rental Tools			17,787			18,737			48,284			52,094
All other			5,714			6,160			18,444			17,891
Total Support Services			23,501			24,897			66,728			69,985

Total revenues		$	467,735		$	447,103		$	1,383,359		$	1,200,789

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

20. SUBSEQUENT EVENT

Dividends

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RPC, INC. AND SUBSIDIARIES

ITEM 2.

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

Overview

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

RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the Iran war and related blockade of the Strait of Hormuz and other oil transportation shipping lanes, the actions of OPEC and other oil-producing nations, 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, 2025, is incorporated herein by reference.

In connection with the preparation of our third quarter financial statements, we recorded non-cash impairment charges of $74.5 million related to Pintail, reflecting the excess of the carrying amount of Pintail’s asset group over its estimated fair value. Pintail’s persistent pricing weakness, lower activity and cost pressure led management to conclude that the carrying amount of the Pintail asset group was not fully recoverable. Of the total impairment charges, $58.3 million related to Pintail’s Other intangible assets, net with the remaining $16.2 million related to Property, plant and equipment.

During the third quarter of 2026, total revenues of $467.7 million increased by $20.6 million or 4.6% compared to the same period in the prior year. Operating loss was $53.8 million for the three months ended September 30, 2026, compared to operating income of $20.8 million for the same period of 2025. Net loss for the three months ended September 30, 2026, was $41.9 million, or a loss of $0.20 per share compared to net income of $13.0 million, or $0.06 diluted earnings per share in the same period of 2025. Net cash provided by operating activities decreased to $115.7 million for the nine months ended September 30, 2026, compared to $139.5 million for the same period of 2025, primarily due to working capital increases associated with higher activity levels.

As of September 30, 2026, there were no outstanding borrowings under our credit facility.

How We Evaluate Our Operations

We use Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses. See section titled Non-GAAP financial measures for Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow computations.

These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP. Management believes that presenting these non-GAAP measures, other than Free cash flow, enables investors to compare the operating performance of our core business consistently over various time periods, without regard to impairment charges, acquisition related employment costs and changes in estimated lives for purchases of wireline cables, and in the case of Adjusted EBITDA and Adjusted EBITDA margin, without regard to changes in our capital structure. Management believes that Free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating RPC's liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. Additionally, RPC’s definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view Free cash flow as a measure that provides supplemental information to our Consolidated Statements of Cash Flows.

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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 statement 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.

See “Non-GAAP Financial Measures-- Reconciliation of GAAP and non-GAAP Financial Measures” below for reconciliations of EBITDA and Adjusted EBITDA to net income; Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP; and a reconciliation of Free Cash Flow to Cash Provided by Operating Activities, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

Results of Operations


		Three months ended						Nine months ended
		September 30,						September 30,
		2026			2025			2026			2025
(in thousands, except for percentages)
Revenues by business segment:
Technical		$	444,234		$	422,206		$	1,316,631		$	1,130,804
Support			23,501			24,897			66,728			69,985
Total revenues			467,735			447,103			1,383,359			1,200,789

Cost of revenues (exclusive of depreciation and amortization shown separately below)			349,752			334,673			1,051,055			896,314
Selling, general and administrative expenses			50,813			44,628			150,543			127,952
Impairment charges			74,464			—			74,464			—
Acquisition related employment costs			7,292			6,467			21,875			13,021
Depreciation and amortization			42,658			44,098			128,494			122,068
Gain on disposition of assets, net			(3,471)			(3,563)			(6,690)			(7,288)
Other income, net			(886)			(968)			(2,564)			(3,005)
Interest expense			533			949			2,034			2,087
Interest income			(1,509)			(1,748)			(4,825)			(6,761)
Income tax (benefit) provision			(9,982)			9,604			(2,028)			21,260
Net (loss) income		$	(41,929)		$	12,963		$	(28,999)		$	35,141

Net (loss) income margin			(9.0)%			2.9%			(2.1)%			2.9%
Net cash provided by operating activities		$	41,125		$	46,525		$	115,732		$	139,468

Non-GAAP Financial Measures
EBITDA		$	(10,229)		$	65,866		$	94,676		$	173,795
Adjusted EBITDA			71,527			67,802			191,015			177,565
Adjusted EBITDA margin			15.3%			15.2%			13.8%			14.8%
Free cash flow		$	1,235		$	4,068		$	5,005		$	21,688

THREE MONTHS ENDED SEPTEMBER 30, 2026, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2025

Revenues. Revenues of $467.7 million for the three months ended September 30, 2026, increased 4.6% compared to the three months ended September 30, 2025. The increase in revenues was primarily due to increased activity in pressure pumping, downhole tools and coiled tubing, partially offset by decreased wireline activity. Management believes the oilfield services completion market continues to be oversupplied, and efficiency gains are contributing to excess capacity in the industry. Although slight improvements in some service lines were realized during the quarter, overall industry challenges continued to affect activity levels, asset utilization and pricing. International revenues represented 2.2% of total revenues in the third quarter of 2026, an increase compared to 1.8% 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.

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During the third quarter of 2026, the average price of oil was 30.7% higher due to Middle East supply disruptions, while the average price of natural gas was 5.3% lower, compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes Company) for the three months ended September 30, 2026, was 9.1% higher than in the same period in 2025.

Technical Services segment revenues for the third quarter of 2026 increased by 5.2% compared to the same period of the prior year due primarily to increased activities in pressure pumping, downhole tools and coiled tubing. Support Services segment revenues for the third quarter of 2026 decreased by 5.6% compared to the same period in the prior year, primarily due to job mix.

Technical Services reported operating income, excluding the non-cash $74.5 million Pintail impairment, of $28.9 million in the third quarter of 2026, an increase of 18.0% compared to the third quarter of 2025. The increase in Technical Services operating income, excluding the impairment, was primarily due to an increase in downhole tools, coiled tubing and pressure pumping profitability and activity, partially offset by a decrease in wireline profitability and activity. Support Services reported operating income of $3.6 million for the third quarter of 2026, a decrease of 22.5% compared to the prior-year period, primarily due to job mix.

Cost of revenues. Cost of revenues increased 4.5% to $349.8 million for the three months ended September 30, 2026, compared to $334.7 million for the three months ended September 30, 2025, primarily due to increases in expenses consistent with higher activity levels. 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 $37.0 million for the third quarter of 2026 compared to $38.4 million for the third quarter of 2025.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $50.8 million for the three months ended September 30, 2026, compared to $44.6 million for the three months ended September 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with an increase in incentive compensation.

Impairment charges. Non-cash impairment charges of $74.5 million related to Pintail, reflecting the excess of the carrying amount of Pintail’s asset group over its estimated fair value. Pintail’s persistent pricing weakness, lower activity and cost pressure led management to conclude that the carrying amount of the Pintail asset group was not fully recoverable. Of the total impairment charges, $58.3 million related to Other intangible assets, net with the remaining $16.2 million related to Property, plant and equipment.

Acquisition related employment costs. Acquisition related employment costs of $7.3 million represent non-cash accounting adjustments for costs related to the Pintail acquisition that are contingent upon continued employment of certain Pintail employees. These costs include the stock consideration and 50% of the Seller Note paid to the seller as part of the acquisition of Pintail that is contingent on the seller’s continued employment. Also included are redistribution payments paid by the seller out of closing cash, the reimbursement of which is subject to continued employment with RPC. These costs are amortized over a three-year period.

Depreciation and amortization. Depreciation and amortization decreased 3.3% to $42.7 million for the three months ended September 30, 2026, compared to $44.1 million for the three months ended September 30, 2025.

Gain on disposition of assets, net. Gain on disposition of assets, net was $3.5 million for the three months ended September 30, 2026, compared to $3.6 million for the three months ended September 30, 2025. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

Other income, net. Other income, net was $886 thousand for the three months ended September 30, 2026, compared to $968 thousand for the same period in the prior year.

Interest expense and interest income. Interest expense decreased to $533 thousand for the three months ended September 30, 2026, compared to $949 thousand for the three months ended September 30, 2025. Interest expense decreased primarily due to the principal reduction of the note payable related to 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 related loan costs. Interest income decreased to $1.5 million from $1.7 million in the prior year due to a slightly lower average cash balance.

Income tax (benefit) provision. Income tax benefit was $10.0 million during the three months ended September 30, 2026 compared to $9.6 million tax provision for the same period in the prior year. The effective tax rate reflects a benefit of 19.2% for the three months ended September 30, 2026, compared to a provision of 42.6% for the same period in the prior year. The change in the effective tax rate was primarily due to the impact of unfavorable permanent differences in relation to a pretax loss in 2026, which

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compared to pretax income in 2025. In addition, the effective rate includes the impact of impairment charges recorded in the third quarter.

Net (loss) income and (loss) per share, diluted earnings per share. Net loss was $41.9 million during the three months ended September 30, 2026, or $0.20 loss per share, compared to net income of $13.0 million during the three months ended September 30, 2025, or $0.06 diluted earnings per share.

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $71.5 million, and Adjusted EBITDA margin was 15.3% for the three months ended September 30, 2026, compared to $67.8 million and 15.2%, respectively, for the same period in the prior year.

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $41.1 million for the three months ended September 30, 2026, compared to $46.5 million for the three months ended September 30, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital. Working capital was a use of cash during the three months ended September 30, 2026, primarily due to higher accounts receivable resulting from increased customer activity and timing of collections, and strategic inventory purchases including key components in short supply. Free cash flow was $1.2 million for the three months ended September 30, 2026, compared to $4.1 million for the three months ended September 30, 2025.

NINE MONTHS ENDED SEPTEMBER 30, 2026, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2025

Revenues. Revenues of $1.4 billion for the nine months ended September 30, 2026, increased 15.2% compared to the nine months ended September 30, 2025. The increase in revenues was primarily due to a full nine months of revenues from Pintail, which was acquired on April 1, 2025, coupled with revenue increases due to increased activity in pressure pumping, downhole tools and coiled tubing. Management believes the oilfield services completion market continues to be oversupplied, and efficiency gains are contributing to excess capacity in the industry. Although slight improvements in some service lines were realized during the current year, these challenges continued to impact activity levels, asset utilization and pricing. International revenues represented 1.9% of total revenues during the nine months ended September 30, 2026, compared to 2.0% 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 nine months ended September 30, 2026, the average price of oil was 25.0% higher due to Middle East supply disruptions, and the average price of natural gas was 2.4% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes Company) for the nine months ended September 30, 2026, was essentially unchanged compared to the same period in 2025.

Technical Services segment revenues for the nine months ended September 30, 2026, increased by 16.4% compared to the same period of the prior year due primarily to the acquisition of Pintail, coupled with an increase in pressure pumping, downhole tools and coiled tubing revenues. Support Services segment revenues for the nine months ended September 30, 2026, decreased by 4.7% compared to the same period in the prior year, primarily due to job mix.

Technical Services reported operating income, excluding the non-cash $74.5 million Pintail impairment charge, during the nine months ended September 30, 2026, an increase of 21.5% compared to the prior year. The increase in Technical Services operating income, excluding the impairment, was primarily due to an increase in downhole tools, coiled tubing and pressure pumping activity. Support Services reported operating income of $6.3 million for the nine months ended September 30, 2026, a decrease of 47.4% compared to the same period of the prior year. The decrease in Support Services operating income was primarily due to job mix.

Cost of revenues. Cost of revenues increased 17.3% to $1.1 billion for the nine months ended September 30, 2026, compared to $896.3 million for the nine months ended September 30, 2025, primarily due to increases in expenses consistent with higher activity levels, coupled with the year-over-year impact of a full nine months of Pintail financial results. In accordance with SAB Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $111.6 million for the nine months ended September 30, 2026, compared to $107.4 million for the same period in the prior year.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $150.5 million for the nine months ended September 30, 2026, compared to $128.0 million for the nine months ended September 30, 2025, primarily due to an increase in variable expenses consistent with higher activity levels.

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Acquisition related employment costs. Acquisition related employment costs of $21.9 million represent non-cash accounting adjustments for costs related to the Pintail acquisition that are contingent upon continued employment of certain Pintail employees. These costs include the stock consideration and 50% of the Seller Note paid to the seller as part of the acquisition of Pintail that is contingent on the seller’s continued employment. Also included are redistribution payments paid by the seller out of closing cash, the reimbursement of which is subject to continued employment with RPC. These costs are amortized over a three-year period.

Depreciation and amortization. Depreciation and amortization increased 5.3% to $128.5 million for the nine months ended September 30, 2026, compared to $122.1 million for the nine months ended September 30, 2025. 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 $6.7 million for the nine months ended September 30, 2026, compared to $7.3 million for the nine months ended September 30, 2025. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

Other income, net. Other income, net was $2.6 million for the nine months ended September 30, 2026, compared to $3.0 million for the same period in the prior year.

Interest expense and interest income. Interest expense was $2.0 million for the nine months ended September 30, 2026, compared to $2.1 million for the nine months ended September 30, 2025. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of related loan costs. Interest income decreased to $4.8 million from $6.8 million in the prior year due to a lower average cash balance, primarily due to the funding of the Pintail acquisition during the second quarter of 2025.

Income tax (benefit) provision. Income tax benefit was $2.0 million during the nine months ended September 30, 2026, compared to $21.3 million tax provision for the same period in the prior year. The effective tax rate reflects a benefit of 6.5% for the nine months ended September 30, 2026, compared to a provision of 37.7% for the same period in the prior year. The change in the effective tax rate was primarily due to the impact of unfavorable permanent differences in relation to a pretax loss in 2026, compared to pretax income in 2025. In addition, the effective rate includes the impact of impairment charges recorded in the third quarter.

Net (loss) income and (loss) per share, diluted earnings per share. Net loss was $29.0 million during the nine months ended September 30, 2026, or $0.14 loss per share, compared to net income of $35.1 million during the nine months ended September 30, 2025, or $0.16 diluted earnings per share.

Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $191.0 million, and Adjusted EBITDA margin was 13.8% for the nine months ended September 30, 2026, compared to $177.6 million and 14.8%, respectively, for the same period in the prior year.

Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $115.7 million for the nine months ended September 30, 2026, compared to $139.5 million for the nine months ended September 30, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital. Working capital was a use of cash during the nine months ended September 30, 2026, primarily due to higher accounts receivable resulting from increased customer activity and timing of collections, and strategic inventory purchases including key components in short supply. Free cash flow was $5.0 million for the nine months ended September 30, 2026, compared to $21.7 million for the nine months ended September 30, 2025.

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Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

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

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

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


		Three months ended				Nine months ended
		September 30,		September 30,		September 30,		September 30,
(In thousands)		2026		2025		2026		2025
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
Net (loss) income		$	(41,929)	$	12,963	$	(28,999)	$	35,141
Adjustments:
Income tax (benefit) provision			(9,982)		9,604		(2,028)		21,260
Interest expense			533		949		2,034		2,087
Depreciation and amortization			42,658		44,098		128,494		122,068
Interest income			(1,509)		(1,748)		(4,825)		(6,761)
EBITDA		$	(10,229)	$	65,866	$	94,676	$	173,795

Wireline cable expenses			—		(4,531)		—		(9,251)
Impairment charges			74,464		—		74,464		—
Acquisition related employment costs			7,292		6,467		21,875		13,021
Adjusted EBITDA		$	71,527	$	67,802	$	191,015	$	177,565

Revenues		$	467,735	$	447,103	$	1,383,359	$	1,200,789

Net (loss) income margin⁽¹⁾			(9.0)%		2.9%		(2.1)%		2.9%

Adjusted EBITDA margin⁽¹⁾			15.3%		15.2%		13.8%		14.8%

(1)

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


(Unaudited)		Three months ended					Nine months ended
		September 30,		September 30,			September 30,		September 30,
(In thousands)		2026		2025			2026		2025
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
Net cash provided by operating activities		$	41,125	$	46,525		$	115,732	$	139,468
Capital expenditures			(39,890)		(42,457)			(110,727)		(117,780)
Free cash flow		$	1,235	$	4,068		$	5,005	$	21,688

Liquidity and Capital Resources

Cash Flows

The Company’s cash and cash equivalents decreased $32.9 million to $177.1 million as of September 30, 2026, compared to cash and cash equivalents of $210.0 million as of December 31, 2025.

The following table sets forth the historical cash flows for the nine months ended September 30, 2026, and 2025:


		Nine months ended September 30,
		2026			2025
(In thousands)
Net cash provided by operating activities		$	115,732		$	139,468
Net cash used for investing activities			(97,776)			(267,505)
Net cash used for financing activities		$	(50,820)		$	(34,476)

Cash provided by operating activities for the nine months ended September 30, 2026, decreased by $23.7 million compared to the nine months ended September 30, 2025, primarily due to unfavorable changes in working capital. Changes in working capital were a

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use of cash of $68.0 million during the nine months ended September 30, 2026, compared to a use of cash of $43.7 million in the same period last year. The most significant working capital component change during the nine months ended September 30, 2026, was a use of cash of $59.5 million in accounts receivable coupled with a use of cash of $21.7 million in inventories, partially offset by a source of cash of $15.1 million in accounts payable primarily due to an increase in activity levels. The changes in the other components of working capital were mainly due to the timing of payments and receipts.

Cash used for investing activities for the nine months ended September 30, 2026, decreased by $169.7 million compared to the nine months ended September 30, 2025, as cash was used to fund the Pintail acquisition during 2025. Capital expenditures were $110.7 million for the nine months ended September 30, 2026, a decrease compared to $117.8 million for the same period in 2025.

Cash used for financing activities for the nine months ended September 30, 2026, increased by $16.3 million compared to the nine months ended September 30, 2025, primarily due to a $20.0 million principal payment on the note payable during the second quarter of 2026.

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 is sufficient to meet our requirements for at least the next twelve months. Our material cash requirements, including commitments for capital expenditures, as of the end of the latest fiscal period, are set forth below under “Material Cash Requirements.” 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.

Our cash and cash equivalents are held at multiple financial institutions, many of which hold 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 contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items, as well as providing for acceleration of amounts due upon the occurrence of certain specified events of default. 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 30, 2031, 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 September 30, 2026, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million; therefore, a total of $81.8 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 note to the consolidated financial statements titled “Notes Payable.”

The Company has a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) that expires on May 5, 2028, which permits it to offer common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us the flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs.

Material Cash Requirements

The Company currently expects capital expenditures to be between $155 million and $175 million for 2026. We expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our Enterprise Resource Planning (“ERP”) systems. For the nine months ended September 30, 2026, $110.7 million of capital expenditures had been incurred.

The Company continues its multi-year systems transformation program to upgrade its ERP systems and has capitalized some costs associated with systems implementation. We plan to continue the systems implementation through a phased approach.

As noted above, the Company assumed a Seller Note in connection with the Pintail Acquisition. The Seller Note matures on April 1, 2028, and provides for specified principal payments to be made annually through the third anniversary of the acquisition. The first

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principal payment of $20 million was made during the second quarter of 2026. Interest on the Seller Note accrues at a variable rate equal to the SOFR for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. For the third quarter of 2026, interest payments paid on the Seller Note totaled approximately $425 thousand. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.

As of September 30, 2026, letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million.

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 estimated. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated.

The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. There were no shares repurchased on the open market during the third quarter of 2026, and 12,768,870 shares remained available for repurchase under the current authorization as of September 30, 2026. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies. The stock buyback program does not have a predetermined expiration date.

On October 27, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable December 10, 2026, to common stockholders of record at the close of business on November 10, 2026. 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.

Management expects to fund the foregoing obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed.

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. Increased activity can also result in supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. Inflationary pressures across several expense categories, particularly labor, trucking and fuel, continue to create cost pressures.

Tariffs can impact the absolute cost of materials, equipment and components, as well as contribute to supply chain disruptions and inflationary pressures on domestic suppliers. While the Company has not experienced a material impact from tariffs to date, the future effect of tariffs and other trade-related measures remains uncertain and could result in higher costs, reduced availability of certain materials and equipment, or other operational challenges.

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OUTLOOK

RPC believes current commodity prices remain supportive of drilling and completion activity levels. While recent volatility in oil prices and broader macroeconomic uncertainty could cause customers to delay or modify planned activity, the Company has observed improving pricing trends and activity visibility in certain service lines. Recent geopolitical events in the Middle East have contributed to volatility in global energy markets and have affected the availability of certain energy supplies. Depending on the duration and scope of these conflicts, energy-related activity in other regions could benefit.

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for more efficient equipment. Increased efficiencies in oilfield completion services and equipment in recent years, particularly in pressure pumping, have contributed to oversupply in the oilfield services market. We believe that competition will remain intense.

OFF BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY TRANSACTIONS

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

During the second quarter of 2026, Marine Products Corporation (“Marine Products”) merged (the “Marine Products Merger”) with MasterCraft Boat Holdings, Inc. (“MasterCraft”). Following the merger, the Control Group acquired a material interest in MasterCraft. As part of the merger, RPC entered into a Transition Services Agreement with MasterCraft to provide certain services through the remainder of 2026.

In addition, RPC provided certain administrative services to Marine Products pursuant to various agreements that defined the companies’ relationship, which were canceled on the closing date of the merger. Charges from RPC to both MasterCraft and Marine Products totaled $852 thousand for the nine months ended September 30, 2026, while the amounts charged to Marine Products for the nine months ended September 30, 2025, were $821 thousand.

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 $45 thousand for the nine months ended September 30, 2026, and $46 thousand for the nine months ended September 30, 2025. All of the related party transactions are reviewed and approved by a subcommittee of the Nominating and Corporate Governance Committee consisting of independent members, and/or in certain instances, by the Audit Committee or a subcommittee thereof.

Pursuant to the merger of Marine Products and MasterCraft, RPC and Marine Products Group, LLC (a subsidiary of MasterCraft) now own 50% each of a limited liability company, 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 $129 thousand for the nine months ended September 30, 2026, compared to $138 thousand for the comparable period in 2025.

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

CRITICAL ACCOUNTING ESTIMATES

The discussion of Critical Accounting Estimates is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the critical accounting estimates since year-end.

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During the third quarter of 2026, we recorded a non-cash impairment loss of $74.5 million allocated to the long-lived asset group related to Pintail in response to persistent customer pricing weakness, lower wireline activity levels, and increased wireline costs. See Note titled “Impairment charges” for additional information which is incorporated herein by reference.

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.

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,” “outlook,” 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 also include, without limitation, statements regarding: our belief that operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, estimated future amortization expense, the impact of ongoing sales and use tax audits in various jurisdictions, the outcome of lawsuits, legal proceedings, claims and audits, interest rate risk, the impact on our financial results of geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities, the impact of global conflicts including the conflict involving Iran and the blockade of the Strait of Hormuz and other oil transportation shipping lanes, the timing and amount of repurchases of shares of the Company’s common stock, that 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 belief that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future, that the Company currently expects capital expenditures to be between $155 million and $175 million in 2026 and that we expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP systems, our plan to continue the ERP implementation through a phased approach, that we expect to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, our expectation to fund obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed, our belief that our existing cash and cash equivalents and overall strong capitalization are sufficient to meet our liquidity requirements for at least the next twelve months, and our expectation not to utilize our revolving credit facility to meet liquidity requirements in the near term, that our financial condition remains strong, exposure to market risk and expectations regarding its impact, our belief that competition will remain intense, that current commodity prices remain supportive of drilling and completion activity levels, that while recent volatility in oil prices and broader macroeconomic uncertainty could cause customers to delay or modify planned activity, the Company has observed improving pricing trends and activity visibility in certain service lines during recent months, that recent geopolitical events in the Middle East have contributed to volatility in the global energy markets and have affected the availability of certain energy supplies, and depending on the duration and scope of these conflicts, energy-related activity in other regions could benefit, and expectations regarding changes in internal controls. Such statements also include our estimates and projections regarding Pintail future operating performance and market participant assumptions relating to Pintail, used as assumptions in determining the fair value of the Pintail asset group, including but not limited to assuming a weighted average cost of capital of 14.5%; a residual growth rate of negative 2%, reflecting management’s current expectations regarding longer-term customer activity and continued pricing weakness with respect to Pintail operations.

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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; 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, 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 oversupplied; 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 at multiple financial institutions, many of which hold funds in excess of amounts insured by the FDIC; the potential for tariffs to increase our costs of materials and reduce our profitability, and capital expenditures are determined based on current expectations for our business, as a result, the occurrence of any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, at Item 1A. Risk Factors, and in this Quarterly Report on Form 10-Q. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail Seller Note. As of September 30, 2026, there were no outstanding interest-bearing advances on our credit facility, which provides for interest at a floating rate.

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

ITEM 4. CONTROLS AND PROCEDURES

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

As of the end of the period covered by this report, September 30, 2026 (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, 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.

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Changes in internal control over financial reporting – During the quarter ended September 30, 2026, the Company continued to implement and enhance internal controls related to the integration of Pintail Alternative Energy LLC, to further standardize its financial reporting processes and related controls. There were no other changes in the Company’s internal control over financial reporting during the third quarter of 2026 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.

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, 2025, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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 nine months ended September 30, 2026, 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.

As previously reported, on September 3, 2026, the Human Capital Management and Compensation Committee (the “HCM Committee”) of the Board of Directors (the “Board”) of RPC, Inc. approved certain adjustments to the compensation arrangements of Ben M. Palmer, the Company’s President and Chief Executive Officer, and Michael L. Schmit, the Company’s Vice President, Chief Financial Officer, Treasurer and Corporate Secretary. For further information, see the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2026. During the fourth quarter, based upon the recommendation of the HCM Committee, the Board approved certain adjustments to the compensation arrangements of the Company’s non-employee directors. Following the adjustments, the annual cash retainer was increased to $85,000, and the annual equity retainer was increased to a value of $145,000. The additional annual fees for service as Lead Director, Non-Executive Chair, Committee Member or Committee Chair following adjustment are as follows (with Committee Chair retainers including the applicable retainer for Committee Membership): Audit Committee Member, $10,000; Audit Committee Chair, $20,000; HCM Committee Member, $7,500; HCM Committee Chair, $15,000; Nominating & Corporate Governance Committee (“NCG Committee”) Member, $5,000; NCG Committee Chair, $10,000; Lead Director, $20,000; Non-Executive Chair, $100,000. The changes were implemented on a pro rata basis with an effective date retroactive to the date of the Marine Products Merger.

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ITEM 6. EXHIBITS

Exhibit Number		Description
2.1(a) 2.1(b)		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). Amendment To Membership Interest Purchase Agreement dated March 27, 2026 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 8, 2026).
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. (incorporated herein by reference to Exhibit 3.2 to the Form 10-Q filed on October 30, 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).
10.1		Amended and Restated Credit Agreement (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8‑K filed on July 7, 2026).
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: October 29, 2026		Ben M. Palmer
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ Michael L. Schmit
Date: October 29, 2026		Michael L. Schmit
		Vice President, Chief Financial Officer and Corporate Secretary
		(Principal Financial and Accounting Officer)