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 March 31, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
For the transition period from __________to__________
Commission File No. 001-08726
RPC, INC.
(Exact name of registrant as specified in its charter)
Delaware
58-1550825
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
2801 Buford Highway, Suite 300, Atlanta, Georgia 30329
(Address of principal executive offices)
(Zip code)
(404) 321-2140
(Registrant’s telephone number, including area code)
Securities Registered under Section 12(b) of the Act:
Title of each class:
Trading Symbol(s)
Name of each exchange on which registered:
Common stock, par value $0.10
RES
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 24, 2026, RPC, Inc. had 221,637,935 shares of common stock outstanding.
RPC, INC. AND SUBSIDIARIES
Page No.
Part I. Financial Information
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets – As of March 31, 2026, and December 31, 2025
3
Consolidated Statements of Operations – For the three months ended March 31, 2026, and 2025
4
Consolidated Statements of Comprehensive Income – For the three months ended March 31, 2026, and 2025
5
Consolidated Statements of Stockholders’ Equity – For the three months ended March 31, 2026, and 2025
6
Consolidated Statements of Cash Flows – For the three months ended March 31, 2026, and 2025
7
Notes to Consolidated Financial Statements
8 –19
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20 – 28
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
28
Item 4.
Controls and Procedures
Part II. Other Information
Legal Proceedings
30
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Defaults upon Senior Securities
31
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
Signatures
32
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026, AND DECEMBER 31, 2025
(In thousands, except share and par value data)
March 31,
December 31,
2026
2025
ASSETS
(Unaudited)
(Note 1)
Cash and cash equivalents
$
200,730
209,974
Accounts receivable, net
374,693
327,668
Inventories
120,375
119,004
Income taxes receivable
1,701
6,302
Prepaid expenses
14,164
18,307
Other current assets
23,109
23,215
Total current assets
734,772
704,470
Property, plant and equipment, net
521,206
531,556
Operating lease right-of-use assets
22,209
24,094
Finance lease right-of-use assets
1,908
1,934
Goodwill
81,249
83,422
Other intangibles, net
96,742
97,499
Other assets
22,872
25,410
Total assets
1,480,958
1,468,385
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable
160,765
119,757
Accrued payroll and related expenses
26,955
38,636
Accrued insurance expenses
8,438
7,194
Accrued state, local and other taxes
5,101
3,543
Income taxes payable
881
787
Unearned revenue
—
13,233
Current portion of operating lease liabilities
6,408
7,606
Current portion of finance lease liabilities and finance obligations
1,018
977
Current portion of notes payable
20,000
Accrued expenses and other liabilities
5,397
5,419
Total current liabilities
234,963
217,152
16,134
15,570
Notes payable
30,000
Operating lease liabilities
16,314
17,762
Finance lease liabilities
970
1,041
Other long-term liabilities
10,937
10,814
Deferred income taxes
75,338
76,875
Total liabilities
384,656
369,214
Commitments and contingencies (Note 13)
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, 221,637,935 and 220,571,673 shares issued and outstanding in 2026 and 2025, respectively
22,164
22,057
Capital in excess of par value
Retained earnings
1,076,801
1,079,664
Accumulated other comprehensive loss
(2,663)
(2,550)
Total stockholders’ equity
1,096,302
1,099,171
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
(In thousands except per share data)
Three months ended
Revenues
454,755
332,877
COSTS AND EXPENSES:
Cost of revenues (exclusive of depreciation and amortization shown separately below)
355,585
243,895
Selling, general and administrative expenses
48,207
42,499
Acquisition related employment costs
7,292
Depreciation and amortization
42,854
35,623
Gain on disposition of assets, net
(1,803)
(1,526)
Operating income
2,620
12,386
Interest expense
(830)
(131)
Interest income
1,770
3,395
Other income, net
749
885
Income before income taxes
4,309
16,535
Income tax provision
3,454
4,505
Net income
855
12,030
Earnings per share
Basic
0.00
0.06
Diluted
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Other comprehensive income (loss):
Foreign currency translation
(113)
Comprehensive income
742
12,037
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended March 31, 2026
Accumulated
Capital in
Other
Common Stock
Excess of
Retained
Comprehensive
Shares
Amount
Par Value
Earnings
Loss
Total
Balance, December 31, 2025
220,572
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)
Cash dividends ($0.04 per share)
(8,865)
Acquisition related employment costs, net of taxes
5,208
Balance, March 31, 2026
221,638
Three Months Ended March 31, 2025
Balance, December 31, 2024
214,942
21,494
1,059,625
(2,828)
1,078,291
1,501
150
2,629
2,779
(424)
(42)
(2,629)
(197)
(2,868)
(8,653)
Balance, March 31, 2025
216,019
21,602
1,062,805
(2,821)
1,081,586
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense
Deferred income tax benefit
(1,537)
(2,669)
Other non-cash adjustments
56
27
(Increase) decrease in assets:
Accounts receivable
(47,077)
24,310
4,601
4,243
(1,439)
(2,138)
4,143
2,955
33
165
Other non-current assets
453
414
(Decrease) increase in liabilities:
41,326
7,546
94
2,564
(13,233)
(43,995)
(11,664)
(3,358)
1,244
(1,051)
1,558
2,204
Other accrued expenses
(1,283)
(365)
Retirement plan liabilities
(1,328)
Long-term accrued insurance expenses
564
1,767
638
(332)
Net cash provided by operating activities
31,173
39,865
INVESTING ACTIVITIES
Capital expenditures
(32,105)
(32,270)
Proceeds from sale of assets
4,265
4,827
Net cash used for investing activities
(27,840)
(27,443)
FINANCING ACTIVITIES
Payment of dividends
Cash paid for common stock purchased and retired
Cash paid for finance lease
(260)
(152)
Net cash used for financing activities
(12,577)
(11,673)
Net (decrease) increase in cash and cash equivalents
(9,244)
Cash and cash equivalents at beginning of period
325,975
Cash and cash equivalents at end of period
326,724
Supplemental cash flows disclosure:
Income tax payments, net
185
193
Interest paid
746
43
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable
7,111
4,916
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.
In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 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 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
During the second quarter of 2025, RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C. ("Pintail”). The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations primarily using Level 3 inputs. The preliminary purchase price allocation disclosed as of December 31, 2025, has been revised as new information was received and analyzed resulting in a $2.3 million increase in tradenames, a $100 thousand increase in customer
8
relationships and decreases in goodwill of $2.2 million and property, plant and equipment of $227 thousand. The changes are attributable to valuation refinements. No adjustments were made in the quarter ending March 31, 2026.
The measurement period concluded on April 1, 2026, and the fair values of assets acquired and liabilities assumed were finalized as of that date. Any subsequent changes resulting from new information obtained after the measurement period will be recognized in earnings in the period identified, in accordance with ASC 805. The amounts below represent the fair value at the end of the measurement period:
3,000
66,268
7,544
302
44,218
541
1,134
95,400
218,413
(46,288)
(4,911)
(1,498)
(4,375)
(231)
Current portion of finance lease liabilities
(501)
(8,673)
Long-term operating lease liabilities
(282)
Long-term finance lease liabilities
(659)
(67,418)
Net assets acquired
150,995
Preliminary purchase price
181,420
Goodwill recorded
30,425
The following table summarizes the amounts allocated to identifiable intangible assets acquired:
Fair Value
Estimated Useful Life
(in thousands)
Customer relationships
83,800
10
Trade names and trademarks
11,600
Intangible assets acquired
The Consolidated Statement of Operations for the three months ended March 31, 2025, did not include Pintail’s operating results as the acquisition closed on April 1, 2025.
9
4. REVENUES
Accounting Policy:
RPC’s contract revenues are generated principally from providing oilfield services. These services are based on mutually agreed upon pricing with the customer prior to the services being delivered and, given the nature of the services, do not include the right of return. Pricing for these services is a function of rates based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. RPC typically satisfies its performance obligations over time as the services are performed. RPC records revenues based on the transaction price agreed upon with its customers.
Sales tax charged to customers is presented on a net basis within the accompanying Consolidated Statements of Operations and therefore excluded from revenues.
Nature of services:
RPC provides a broad range of specialized oilfield services to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States and in selected international markets. RPC manages its business as either (1) services offered on the well site with equipment and personnel (Technical Services) or (2) services and tools offered off the well site (Support Services). For more detailed information about 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:
Technical Services
Support Services
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:
Unbilled trade receivables
69,324
46,817
Substantially all the unbilled trade receivables disclosed were, or are expected to be, invoiced during the following quarter.
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.
5. STOCK-BASED COMPENSATION
The Company has issued various forms of stock incentives, including incentive and non-qualified stock options, time-lapse restricted shares and performance share unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors.
In the first quarter of 2026, the Company issued 1,608,125 time-lapse restricted shares under the 2024 Stock Incentive Plan, to certain employees that will vest ratably over a period of three years. In addition, the Company granted performance share unit awards to its executive officers that vest based on the achievement of pre-established financial performance targets together with a modifier for stock performance based on total shareholder return. The awards will be issued at different levels based on the financial and stock performance achieved with a three-year cliff vesting. The grant date fair value of the awards was determined with the assistance of a third-party specialist based on a range of potential outcomes relative to the market condition. The Company periodically evaluates the portion of awards that are probable to vest and updates the compensation expense accrual accordingly.
As of March 31, 2026, there were 3,419,893 shares available for grant under the Company’s 2024 Stock Incentive Plan.
6. DEPRECIATION AND AMORTIZATION
Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:
Cost of revenues
37,126
32,430
5,728
3,193
11
7. INCOME TAXES
The Company generally determines its periodic income tax expense or benefit based upon the current period income or loss and the annual estimated tax rate for the Company adjusted for discrete items including changes to prior period estimates. In certain instances, the Company uses the discrete method when it believes the actual year-to-date effective rate provides a more reliable estimate of its income tax rate for the period. The estimated tax rate is revised, if necessary, at the end of each successive interim period to the Company’s current annual estimated tax rate.
For the three months ended March 31, 2026, the effective rate reflects a provision of 80.1% compared to a provision of 27.2% for the comparable period in the prior year. The increase in effective tax rate is primarily due to acquisition related employment costs that are permanently nondeductible for tax purposes, which had a disproportionate impact due to lower pretax income.
8. EARNINGS PER SHARE
Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. The following table shows the restricted shares of common stock and stock consideration issued to the Seller as part of Pintail acquisition (participating securities) outstanding and a reconciliation of outstanding weighted average shares:
Net income available for stockholders
Less: Adjustments for earnings attributable to participating securities
(328)
(213)
Net income used in calculating earnings per share
527
11,817
Weighted average shares outstanding (including participating securities)
221,331
215,691
Adjustment for participating securities
(7,574)
(3,769)
Shares used in calculating basic and diluted earnings per share
213,757
211,922
9. ACCOUNTS RECEIVABLE
Accounts receivable, net consists of the following:
Trade receivables:
Billed
310,142
281,918
Unbilled
Other receivables
2,809
5,955
382,275
334,690
Less: allowance for credit losses
(7,582)
(7,022)
Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s credit worthiness. 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.
12
10. 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.
The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:
Three Months Ended
Beginning balance
7,022
7,906
Provision for current expected credit losses
573
130
Write-offs
(44)
(1,138)
Recoveries collected (net of expenses)
20
Ending balance
7,582
6,918
11. 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.
Raw materials and supplies
110,610
109,259
Finished goods
9,765
9,745
Total Inventory
13
12. 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 March 31, 2026, and December 31, 2025:
March 31, 2026
December 31, 2025
Estimated Useful Life (in years)
Gross Carrying Amount
Accumulated Amortization
Finite-lived intangibles:
93,800
(11,130)
93,700
(8,778)
15,119
(2,359)
12,819
(1,816)
Software licenses
5,350
(4,038)
(3,776)
114,269
(17,527)
111,869
(14,370)
During 2025, the Company acquired intangible assets; see Note titled “Acquisition” for additional details related to the intangible assets acquired.
Amortization expense for each of the periods presented follows:
Amortization of finite-lived intangible assets
3,158
593
Estimated future amortization expense based on balances as of March 31, 2026, were as follows: $10.3 million for the remainder of 2026 and approximately $16.0 million for each of the years 2027 through 2029 and $14.9 million for 2030.
13. 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.
The Company had previously received state tax notifications related to sales and use tax which were resolved subsequent to year-end with no material impact on its consolidated financial position, results of operations or cash flows.
Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims and claims for personal injury. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities. 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.
14. NOTES PAYABLE
The Company has a revolving Credit Agreement with Bank of America and four other lenders which provides for a line of credit of up to $100 million, including a $35 million letter of credit sub-facility, and a $35 million swingline sub-facility. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its
14
subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars.
Under the Credit Agreement, when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million: (i) the consolidated leverage ratio cannot exceed 2.50:1.00 and (ii) the debt service coverage ratio must be equal to or greater than 2.00:1.00; otherwise, the minimum tangible net worth must be greater than or equal to $400 million. As of both March 31, 2026, and 2025, the Company was in compliance with these covenants.
Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:
In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.
As of March 31, 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 assumed a Seller Note as part of the Pintail acquisition; see Note titled “Acquisition” for additional details related to the Seller Note. Interest incurred, which includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, and interest paid on the Seller Note and the credit facility were as follows for the periods indicated:
Interest incurred
793
73
15. FAIR VALUE DISCLOSURES
The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:
The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended March 31, 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 March 31, 2026, and December 31, 2025. Borrowings under our revolving credit facility and Seller Note are typically based on the quote from the lender (level 2 inputs),
15
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 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.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss consists of the following:
Foreign
Currency
Translation
Balance at December 31, 2025
Change during the period:
Before-tax amount
Balance at March 31, 2026
Balance at December 31, 2024
Balance at March 31, 2025
17. 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 March 31, 2026, there were no shares repurchased by the Company in the open market. As of March 31, 2026, there were 12,768,870 shares remaining available to be repurchased. The program does not have a preset expiration date. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.
Shares purchased for withholding taxes represent taxes due upon vesting of time-based restricted share awards granted to employees.
Total share repurchases for each of the periods presented are detailed below:
Three months ended March 31, 2026
Three months ended March 31, 2025
No. of Shares
Avg. Price
Total Cost
(in thousands except per share data)
Shares purchased for withholding taxes
6.38
3,452
424
6.76
2,868
Open market purchases
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18. 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.
Support Services consist primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.
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 months ended March 31, 2026, and 2025 are shown in the following tables:
Technical
Support
Services
434,282
20,473
Employment costs (1)
98,275
5,291
103,566
Materials and supplies
148,486
996
149,482
Maintenance & repairs
47,569
3,131
50,700
Fleet and transportation
18,873
856
19,729
Other cost of revenues (2)
30,972
1,136
32,108
Cost of revenues (exclusive of depreciation and amortization)
344,175
11,410
16,807
2,606
19,413
Enterprise shared services (3)
9,592
446
10,038
Other selling, general and administrative expenses (4)
9,020
1,486
10,506
35,419
4,538
39,957
Segment depreciation and amortization
38,710
4,124
42,834
Segment operating income
15,978
401
16,379
Unallocated corporate expenses (5)
8,270
17
311,844
21,033
77,336
5,253
82,589
74,469
840
75,309
45,461
2,622
48,083
10,151
805
10,956
25,832
1,126
26,958
233,249
10,646
15,052
2,489
17,541
9,859
469
10,328
7,418
1,427
8,845
32,329
4,385
36,714
32,263
3,341
35,604
14,003
2,661
16,664
5,804
The table below shows the reconciliation of segment totals to the consolidated level for the three months ended March 31, 2026, and 2025:
Segment
Unallocated
Consolidated
8,250
Capital expenditures (1)
23,543
7,543
31,086
1,019
32,105
Total assets, end of period (2)
1,094,800
102,046
1,196,846
284,112
5,785
19
22,543
8,401
30,944
1,326
32,270
862,481
86,443
948,924
396,995
1,345,919
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The following summarizes revenues for the United States and separately for all international locations combined for the three months ended March 31, 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.
United States revenues
447,990
324,879
International revenues
6,765
7,998
Total revenues
Segment Revenues:
RPC’s operating segment revenues by major service lines are shown in the following table:
Technical Services:
Pressure Pumping
140,792
133,617
Downhole Tools
105,910
93,865
Wireline
103,213
3,918
Coiled Tubing
38,479
31,930
Cementing
26,154
27,662
Nitrogen
7,404
7,912
Snubbing
7,882
7,336
All other
4,448
5,604
Total Technical Services
Support Services:
Rental Tools
13,808
15,402
6,665
5,631
Total Support Services
19. SUBSEQUENT EVENT
Dividends
On April 28, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2026, to common stockholders of record at the close of business on May 8, 2026.
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 27.
RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.
The discussion of our key business and financial strategies set forth under the Overview section in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, is incorporated herein by reference.
During the first quarter of 2026, total revenues of $454.8 million increased by $121.9 million or 36.6% compared to the same period in the prior year.
Operating income was $2.6 million for the three months ended March 31, 2026, compared to $12.4 million for the same period of 2025.
Net income for the three months ended March 31, 2026, was $0.9 million, or $0.00 (rounded) diluted earnings per share compared to net income of $12.0 million, or $0.06 diluted earnings per share in the same period of 2025.
Net cash provided by operating activities decreased to $31.2 million for the three months ended March 31, 2026, compared to $39.9 million for the same period of 2025.
As of March 31, 2026, there were no outstanding borrowings under our credit facility.
Pintail Acquisition
As described in more detail in the notes to financial statements, on April 1, 2025, we completed our acquisition of Pintail Alternative Energy, L.L.C. ("Pintail”). Under the acquisition agreement, the consideration for the transaction consisted of: (i) $170 million in cash ("the Closing Cash”), subject to certain adjustments (ii) $25 million of RPC common stock (pursuant to which 4,545,454 shares were issued) (the “Stock Consideration”), and (iii) $50 million in the form of a secured note payable to Houston LP (the "Seller Note”). For further information, see “Acquisition related employment costs” and “Material Cash Requirements” below.
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.
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 acquisition related employment costs and changes in our accounting 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 Condensed Consolidated Statements of Cash Flows.
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 below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Results of Operations
(in thousands, except for percentages)
Revenues by business segment:
Total revenue
Gain on disposition of assets
(749)
(885)
830
131
(1,770)
(3,395)
Net income margin
0.2%
3.6%
Non-GAAP Financial Measures
Adjusted EBITDA
53,515
48,894
Adjusted EBITDA margin
11.8%
14.7%
Free cash flow
(932)
7,595
THREE MONTHS ENDED MARCH 31, 2026, COMPARED TO THREE MONTHS ENDED MARCH 31, 2025
Revenues. Revenues of $454.8 million for the three months ended March 31, 2026, increased 36.6% compared to the three months ended March 31, 2025. The increase in revenues was primarily due to revenues of $97.8 million from Pintail, which was acquired during the second quarter of 2025, coupled with revenue increases in pressure pumping, downhole tools and coiled tubing. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges have impacted activity levels, asset utilization, and pricing. International revenues represented 1.5% of total revenues in the first quarter of 2026 compared to 2.4% 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 first quarter of 2026, the average price of oil was 1.9% lower and the average price of natural gas was 16.2% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended March 31, 2026, was 6.8% lower than in the same period in 2025.
The Technical Services segment revenues for the first quarter of 2026 increased by 39.3% 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 first quarter of 2026 decreased by 2.7% compared to the same period in the prior year, primarily due to lower pricing within rental tools.
Technical Services reported operating income was $16.0 million during the first quarter of 2026 compared to operating income of $14.0 million in the first quarter of 2025. The increase in Technical Services operating income was primarily due to an increase in downhole tool activity, partially offset by an overall weaker pricing environment and unfavorable pressure pumping job mix. The first quarter of 2026 includes operating results of Pintail. Support Services segment revenues for the first quarter of 2026 decreased by 2.7% compared to the same period in the prior year, primarily due to lower activity levels within rental tools. Support Services reported operating income of $401 thousand for the first quarter of 2026 compared to operating income of $2.7 million for the first quarter of 2025. First quarter 2026 Support Services operating income decreased by $2.3 million compared to the first quarter of the prior year due to lower pricing in rental tools and job mix.
Cost of revenues. Cost of revenues increased 45.8% to $355.6 million for the three months ended March 31, 2026, compared to $243.9 million for the three months ended March 31, 2025, primarily due to costs from Pintail, which was acquired during the second quarter of 2025, coupled with 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 $37.1 million for the first quarter of 2026 compared to $32.4 million for the first quarter of 2025.
Selling, general and administrative expenses. Selling, general and administrative expenses increased to $48.2 million for the three months ended March 31, 2026, compared to $42.5 million for the three months ended March 31, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with expenses from Pintail, which was acquired during the second quarter of 2025.
Acquisition related employment costs. Acquisition related employment costs of $7.3 million represent non-cash accounting adjustments related to the Pintail acquisition costs that are contingent upon continued employment of certain Pintail employees.
Depreciation and amortization. Depreciation and amortization increased 20.3% to $42.9 million for the three months ended March 31, 2026, compared to $35.6 million for the three months ended March 31, 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 $1.8 million for the three months ended March 31, 2026, compared to $1.5 million for the three months ended March 31, 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 $749 thousand for the three months ended March 31, 2026, compared to $885 thousand for the same period in the prior year.
Interest expense and interest income. Interest expense increased to $830 thousand for the three months ended March 31, 2026, compared to $131 thousand for the three months ended March 31, 2025. Interest expense increased primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $1.8 million compared to $3.4 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail during the second quarter of 2025.
Income tax provision. Income tax provision was $3.5 million during the three months ended March 31, 2026, compared to $4.5 million tax provision for the same period in 2025. The effective tax rate was 80.1% for the three months ended March 31, 2026, compared to a 27.2% effective tax rate for the three months ended March 31, 2025. The increase in effective tax rate is primarily due to acquisition related employment costs that are permanently nondeductible for tax purposes, which had a disproportionate impact due to lower pretax income.
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Net income, net income margin and diluted earnings per share. Net income was $0.9 million during the three months ended March 31, 2026, or $0.00 (rounded) diluted earnings per share, compared to net income of $12.0 million during the three months ended March 31, 2025, or $0.06 diluted earnings per share. Net income margin was 0.2% for the three months ended March 31, 2026, compared to 3.6% for the same period in the prior year.
Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $53.5 million, and Adjusted EBITDA margin was 11.8% for the three months ended March 31, 2026, compared to $48.9 million and 14.7%, respectively, for the same period in the prior year.
Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $31.2 million for the three months ended March 31, 2026, compared to $39.9 million for the three months ended March 31, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Working capital was a use of cash during the current quarter primarily due to higher accounts receivable due to activity increases. Free cash flow was a use of $0.9 million for the three months ended March 31, 2026, compared to a source of $7.6 million for the three months ended March 31, 2025.
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.
Set forth below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Adjustments:
Add: Income tax provision
Add: Interest expense
Add: Depreciation and amortization
Less: Interest income
EBITDA
46,223
Add: Acquisition related employment costs
Net income margin(1)
Adjusted EBITDA margin(1)
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Three months ended March 31,
Reconciliation of Operating Cash Flow to Free Cash Flow
Liquidity and Capital Resources
Cash Flows
The Company’s cash and cash equivalents decreased $9.2 million to $200.7 million as of March 31, 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 three months ended March 31, 2026, and 2025:
Cash provided by operating activities for the three months ended March 31, 2026, decreased by $8.7 million compared to the three months ended March 31, 2025, primarily due to unfavorable changes in working capital, coupled with a decrease in net income. Change in working capital was a use of cash of $21.7 million during the three months ended March 31, 2026, compared to a use of cash of $6.9 million in the same period last year. The most significant working capital related cash flow during the three months ended March 31, 2026, was a cash use of $47.1 million in accounts receivable, partially offset by a cash source of $41.3 million in accounts payable, both due to an increase in activity levels, coupled with the timing of payments and receipts. 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 three months ended March 31, 2026, increased by $0.4 million compared to the three months ended March 31, 2025, primarily due to a decrease in proceeds from sale of assets, partially offset by a slight decrease in capital expenditures primarily related to the timing of new equipment deliveries. Capital expenditures were $32.1 million for the three months ended March 31, 2026, compared to $32.3 million for the three months ended March 31, 2025.
Cash used for financing activities for the three months ended March 31, 2026, increased by $0.9 million compared to the three months ended March 31, 2025, primarily due to an increase in repurchases of the Company’s shares for taxes related to the vesting of restricted shares.
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.
The majority of our cash and cash equivalents are held at multiple financial institutions, each of which holds funds in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.
The Company currently has a $100.0 million revolving credit facility that matures in June 2027. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The
24
revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of March 31, 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 $160 million and $180 million in 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 ERP and supply chain systems. As of March 31, 2026, $32.1 million had been spent.
During 2026, the Company continued its multi-year systems transformation program to upgrade its ERP and supply chain systems and continues to capitalize some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach.
As noted above, the Company issued 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 principal payment of $20 million will be made on May 11, 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 first quarter of 2026, interest payments paid on the Seller Note totaled approximately $704 thousand. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.
As of March 31, 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 first quarter of 2026, and 12,768,870 shares remained available to be repurchased under the current authorization as of March 31, 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. For additional information with respect to RPC’s stock buyback program, see note to the consolidated financial statements titled “Cash Paid for Common Stock Purchased and Retired.”
On April 28, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2026, to common stockholders of record at the close of business on May 8, 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.
25
INFLATION
The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials has increased. The cost increases have moderated but remain high by historical standards. Additionally, tariffs can impact the absolute costs of materials, as well as cause shifts in production to more domestic production adding inflationary pressures to domestic suppliers. Though the ultimate impact is uncertain, the Company does not currently expect tariffs on goods imported into the U.S. to result in materially higher costs of equipment.
OUTLOOK
The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions. RPC believes that oil prices currently remain at levels sufficient to continue drilling and completion activities, however the recent fluctuations of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. Long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates. Recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted. Depending on the duration of the conflict’s impacts, activity outside of the Middle East 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 recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any material off balance sheet arrangements.
RELATED PARTY TRANSACTIONS
Marine Products Corporation (Marine Products)
In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $414 thousand for the three months ended March 31, 2026, and $297 thousand for the comparable period in 2025. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.
On February 5, 2026, Marine Products entered into an Agreement and Plan of Merger with MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”). The transaction is subject to shareholder and regulatory approvals and other closing conditions. If the Proposed Merger closes as planned, the Transition Support Services agreement is expected to be canceled on or about the closing date and a new Transition Support Services agreement is expected to be signed with Mastercraft.
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 $15 thousand for the three months ended March 31, 2026, and $16 thousand for the three months ended March 31, 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, or in certain instances, by the Audit Committee.
26
RPC and Marine Products 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 $43 thousand for the three months ended March 31, 2026, compared to $53 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 POLICIES
The discussion of Critical Accounting Policies is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the critical accounting policies since year-end.
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,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include, without limitation, statements regarding: our belief that operating results for the three months ended March 31, 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 events, the impact of global conflicts including the conflict involving Iran and the blockage of the Strait of Hormuz, 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 $160 million and $180 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 and supply chain 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, that our financial condition remains strong, exposure to market risk and expectations regarding its impact, our belief that competition will remain intense, that oil prices currently remain at levels sufficient to continue drilling and completion activities,
however the recent fluctuations of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. That long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates, that recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted, and depending on the duration of the conflict’s impacts, activity outside of the Middle East could benefit. and expectations regarding changes in internal controls.
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, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution, 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, and in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail Seller Note. As of March 31, 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, March 31, 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, which excluded the impact of the acquisition of Pintail, discussed below, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.
As discussed in the Note titled “Acquisition” of the Notes to Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this Form 10-Q for the quarter ended March 31, 2026, we completed the acquisition of Pintail during the second quarter of 2025. As part of our post-closing integration activities, we have been engaged in the process of assessing the internal controls of Pintail and are continuing to integrate policies, processes, people, technology, and operations for the post-acquisition combined company. As permitted for newly acquired businesses by interpretive guidance issued by the staff of the SEC, management has excluded the internal control over financial reporting of Pintail from the evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026. We have reported the operating results of Pintail in our Consolidated Statements of Operations and Statements of Cash Flows from the acquisition date through March 31, 2026. As of March 31, 2026, total assets related to Pintail represented approximately 17% of our total assets as of March 31, 2026. Revenues from Pintail represented approximately 21% of our total consolidated revenues for the three months ended March 31, 2026.
Changes in internal control over financial reporting –The Company has successfully completed the mapping of Pintail’s accounts to our existing financial reporting systems. The Company is continuing to review key controls and has implemented controls related to all Pintail financial statement line items and consolidation in order to enable the accurate preparation and timely reporting of their results.
Other than the changes to Pintail controls noted above, there were no changes in the Company’s internal control over financial reporting during the first 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.
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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
Except as set forth below, 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.
Geopolitical conflict involving Iran; disruption of the Strait of Hormuz; volatility and sustained increases in oil and natural gas prices
Geopolitical instability in the Middle East, including the ongoing conflict involving Iran, as well as any actual or threatened disruption, closure, or restricted transit of the Strait of Hormuz, including the current closure, could adversely affect global oil and natural gas markets and materially impact our business, financial condition, results of operations and cash flows. The Strait of Hormuz is a critical transit chokepoint through which a significant portion of the world’s seaborne oil and natural gas supply flows, and recent military activity, attacks on shipping and threats of blockade in and around the Strait have contributed to sharp increases in crude oil and natural gas prices and heightened commodity price volatility. Future escalation of the Iran conflict, prolonged impairment or closure of the Strait of Hormuz, additional sanctions or export restrictions, or further attacks on oil and gas infrastructure or shipping lanes in the region could reduce global supply, drive sustained or extreme spikes in oil and natural gas prices, and increase uncertainty in the energy markets.
In addition, heightened geopolitical tensions related to the Iran conflict may result in new or expanded economic sanctions, export controls, tariffs or other governmental actions that could indirectly affect our customers, suppliers and financing sources, as well as broader macroeconomic conditions. These developments could impair our customers’ access to capital, increase their cost of capital or operating costs, or otherwise reduce their ability or willingness to fund exploration and production activity, which would negatively affect demand for our services.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares (or Units) Purchased
Average Price Paid Per Share (or Unit)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2026, to January 31, 2026
540,526
(2)
12,768,870
February 1, 2026, to February 28, 2026
March 1, 2026, to March 31, 2026
(1) The Company has a stock buyback program initially adopted in 1998 (and subsequently amended in 2013, 2021 and 2023) that authorizes the repurchase of up to 49.578,125 shares. There were no shares purchased on the open market during the first quarter of 2026 and 12,768,870 shares remain available to be repurchased under the current authorization as of March 31, 2026. Currently the program does not have a predetermined expiration date.
(2)Includes shares repurchased by the Company in connection with taxes related to vesting of restricted shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 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.
ITEM 6. EXHIBITS
ExhibitNumber
Description
2.1
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).
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).
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
Amendment To Membership Interest Purchase Agreement dated March 27, 2026.
10.2
Note Modification and Extension Agreement dated March 28, 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)
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.
/s/ Ben M. Palmer
Date: May 8, 2026
Ben M. Palmer
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael L. Schmit
Michael L. Schmit
Vice President, Chief Financial Officer and Corporate Secretary
(Principal Financial and Accounting Officer)