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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Presentation

The following discussion should be read in conjunction with Selected Financial Data and the consolidated financial statements included elsewhere in this document. See also Forward-Looking Statements on page 3. Discussions of year-to-year comparisons of 2024 and 2023 items that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 on our Annual report on Form 10-K for the year ended December 31, 2024, which Item is incorporated herein by reference.

Overview

RPC, Inc. provides a broad range of specialized OFS primarily to independent and major oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the southwest, mid-continent, Gulf of America, Rocky Mountain and Appalachian regions, and in selected international markets. 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.

Several key trends discussed above in Item 1., Business, were key drivers of the Company’s results in 2025:

● Generally lower industry activity, including a 6.3% decline in the rig count.

● The Pintail acquisition described in more detail below.

These and other key trends we expect to impact our future results, including expected ongoing consolidation of OFS as well as E&P companies, expected reduction in volatility of rig counts due to increase in capital discipline in E&P, ongoing geopolitical uncertainties, expectations for increased energy consumption due to the rise of AI, general oversupply of OFS capacity, particularly in pressure pumping, creating a high level of price competition, trend for larger E&Ps to seek out OFS partners who can provide larger scale and newer technology options, a favorable long-term outlook for natural gas demand, potential increases to cost of materials due to tariffs, and our strategy to diversify our service lines are discussed in more detail above under “Item 1, Business Technical Services Segment”; “Industry Overview & Key Themes”; “ Competition”; and “Strategy” above, which are incorporated by reference in this Management’s Discussion and Analysis.

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Revenues during 2025 totaled $1.6 billion, an increase of 15.0% compared to 2024. The increase in revenues was primarily due to revenues from recently acquired Pintail of $295.8 million, partially offset by lower pressure pumping activity levels compared to the prior year.

Operating income for 2025 was $44.7 million, a 54.1% decrease compared to the prior year.

Net income for 2025 was $32.1 million, or $0.15 earnings per share compared to net income of $91.4 million, or $0.43 earnings per share in 2024.

Cash flows from operating activities decreased to $201.3 million in 2025 compared to $349.4 million in 2024. During 2025, capital expenditures totaled $148.4 million primarily for capitalized maintenance and upgrades of our existing equipment, coupled with ERP and other IT system upgrades.

As of December 31, 2025, there were no outstanding borrowings under our credit facility.

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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 “Cash Requirements” below.

How We Evaluate Our Operations

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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.

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We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow are important indicators of performance. Adjusted EBITDA is defined as EBITDA, adjusted for unusual (income)/expenses. Adjusted EBITDA margin reflects Adjusted EBITDA as a percentage of revenues. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure.Management believes that Free cash flow, which measures our ability to generate needed cash from business operations, is an important financial measure for evaluating RPC’s financial condition. Our definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

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

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See “Non-GAAP Financial Measures” below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measure 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.

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Results of Operations

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(in thousands, except for percentages) ​ ​ ​ ​ ​ ​ ​ ​ ​

Revenues by business segment: ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Acquisition related employment costs ​ 20,312 ​ ​ — ​ ​ — ​

Pension settlement charges ​ — ​ ​ — ​ ​ 18,286 ​

Gain on disposition of assets ​ (8,192) ​ ​ (8,199) ​ ​ (9,344) ​

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Net income margin ​ 2.0% ​ ​ 6.5% ​ ​ 12.1% ​

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Non-GAAP Financial Measures ​ ​ ​ ​ ​ ​ ​ ​ ​

Adjusted EBITDA margin ​ 14.3% ​ ​ 16.5% ​ ​ 23.1% ​

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Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Revenues. Revenues of $1.6 billion for 2025 increased 15.0% compared to 2024, with both Technical Services segment and Support Services segment revenues increasing. The increase in revenues was primarily due to revenues from recently acquired Pintail of $295.8 million, partially offset by lower pressure pumping activity levels compared to the prior year. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry. These challenges, as well as a declining rig count, have impacted activity, asset utilization, and pricing.

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Technical Services segment revenues of $1.5 billion for 2025 increased 15.8% compared to the prior year. The increase in Technical Services revenue was due primarily to results from recently acquired Pintail, partially offset by a decrease in pressure pumping revenues. Technical Services reported operating income of $68.0 million during 2025 compared to operating income of $89.1 million in 2024. The decrease in Technical Services operating income was primarily due to lower pricing coupled with decreased activity in pressure pumping and several other service lines. Support Services segment revenues for 2025 increased by 1.7% compared to 2024, primarily due to higher activity levels within rental tools. Support Services reported operating income of $13.6 million for 2025 compared to operating income of $15.8 million for 2024. Support Services operating income for 2025 decreased by $2.2 million compared to 2024, due to lower pricing within rental tools.

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Cost of revenues. Cost of revenues increased 18.9% to $1.2 billion for 2025 compared to the prior year. Cost of revenues increased primarily due to costs from recently acquired Pintail. Excluding results from Pintail, cost of revenues decreased in line with revenues primarily due to a decrease in expenses consistent with lower activity levels, such as materials and supplies, fleet and transportation and maintenance and repairs expenses. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $141.2 million for 2025 compared to $120.6 million in the prior year.

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Selling, general and administrative expenses. Selling, general and administrative expenses increased to $175.6 million in 2025 compared to $156.4 million in the prior year. The increase was primarily due to an increase in employment related costs coupled with acquisition related costs and expenses from recently acquired Pintail.

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Acquisition related employment costs. Acquisition related employment costs of $20.3 million represent certain accounting adjustments related to portions of the Pintail acquisition consideration that are contingent upon continued employment. This includes amortized portions of the Stock Consideration and the Redistribution Payments which are non-cash in nature, as well as the acquisition-related employment obligation asset representing 50% of the Seller Note. See note to the consolidated financial statements titled “Acquisition” for additional information related to these costs.

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Depreciation and amortization. Depreciation and amortization increased 21.6% to $161.2 million in 2025, compared to $132.6 million in 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.

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Gain on disposition of assets, net. Gain on disposition of assets, net was $8.2 million in 2025, consistent with the gain on disposition of assets, net of $8.2 million in 2024. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.

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Other income, net. Other income, net was $6.4 million in 2025 compared to other income, net of $2.9 million in the prior year. Other income recorded during 2025 included a property insurance recovery of approximately $2.5 million.

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Interest expense and interest income. Interest expense was $3.0 million in 2025 compared to $724 thousand in the prior year. Interest expense increased primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. See “Cash Requirements” below and Note to the consolidated financial statements titled Acquisition for more information regarding the Seller Note. 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 $8.4 million compared to $13.1 million in the prior year primarily due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025 and a decrease in net cash provided by operating activities.

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Income tax provision. Income tax provision was $24.5 million during 2025, compared to $21.4 million tax provision in the prior year. The effective provision rate was 43.3% for 2025, compared to an 18.9% effective provision rate for the prior year. The increase in the effective tax rate in 2025 compared to the prior year is due to the significant impact of detrimental permanent and discrete adjustments on a lower pretax income.

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Net income, net income margin and diluted earnings per share. Net income was $32.1 million in 2025, or $0.15 diluted earnings per share, compared to net income of $91.4 million in 2024, or $0.43 diluted earnings per share. Net income margin was 2.0% for 2025, compared to 6.5% in 2024.

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Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $232.7 million, and Adjusted EBITDA margin was 14.3% in 2025 compared to $233.0 million and 16.5% in 2024.

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Cash provided by operating activities and Free cash flow. Cash provided by operating activities decreased to $201.3 million in 2025, from $349.4 million in 2024 primarily due to a decrease in net income, coupled with unfavorable changes in working capital. Free cash flowdecreased to $52.9 million in 2025, from $129.5 million in 2024 primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.

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Non-GAAP Financial Measures

Reconciliation of GAAP and non-GAAP Financial Measures

Disclosed above 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.

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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 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.

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Reconciliation of Net Income to EBITDA and Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​

Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​

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Add: Acquisition related employment costs ​ 20,312 ​ — ​ —

Add: Pension settlement charges ​ ​ — ​ ​ — ​ ​ 18,286

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Net income margin(1) ​ ​ 2.0% ​ ​ 6.5% ​ ​ 12.1%

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Adjusted EBITDA margin(1) ​ ​ 14.3% ​ ​ 16.5% ​ ​ 23.1%

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

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(Unaudited) Twelve months ended December 31,

Reconciliation of Operating Cash Flow to Free Cash Flow ​ ​ ​ ​

Net cash provided by operating activities $ 201,331 ​ $ 349,386

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Liquidity and Capital Resources

Cash and Cash Flows

The Company’s cash and cash equivalents were $210.0 million as of December 31, 2025, $326.0 million as of December 31, 2024, and $223.3 million as of December 31, 2023.

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​ ​ Years ended December 31,

(In thousands) ​ ​ ​ ​ ​ ​

Net cash provided by operating activities ​ $ 201,331 ​ $ 349,386

Net cash used for investing activities ​ ​ (273,697) ​ ​ (201,551)

Net cash used for financing activities ​ $ (43,635) ​ $ (45,170)

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Cash provided by operating activities for the year ended December 31, 2025, decreased by $148.1 million compared to the year ended December 31, 2024, primarily due to a decrease in net income, coupled with unfavorable changes in working capital. Change in working capital was a use of cash of $37.4 million during 2025, compared to a $116.7 million source of cash in the same period last year. The most significant working capital related cash flow during 2025 was a cash use of $32.1 million due to a decrease in unearned revenue due to the satisfaction of performance obligations that were associated with a customer cash prepayment we received in the fourth quarter of 2024. The changes in accounts receivable, accounts payable and the other components were mainly due to the timing of payments and receipts. Working capital in the prior year was impacted favorably by the receipt of a $52.8 million federal income tax refund.

Cash used for investing activities for 2025 increased by $72.1 million compared to 2024, primarily due to cash used to fund the acquisition of Pintail, partially offset by a decrease in capital expenditures. Capital expenditures were $148.4 million for the year ended December 31, 2025, compared to $219.9 million for the year ended December 31, 2024. In the prior year, the Company had expenditures for components of a new Tier 4 dual fuel pressure pumping fleet.

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Cash used for financing activities for 2025 decreased by $1.6 million primarily due to a decrease in repurchases of the Company’s common shares in the open market, partially offset by the repayment of debt assumed at acquisition of Pintail. The Company paid $35.1 million in dividends and repurchased $2.9 million of common stock in 2025 compared to $34.4 million in dividends paid and $9.9 million of common stock repurchased in 2024.

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 “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 Company currently has a $100.0 million revolving credit facility that matures in June 2027. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of December 31, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $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.

During 2025, RPC implemented the provisions of Public Law 119-21, commonly referred to as the One Big, Beautiful Bill Act ("OBBBA”), which resulted in a lower tax obligation due to the 100% bonus depreciation on capital expenditures placed in service after January 19, 2025 and immediate expensing of all domestic research and development costs, that were previously amortized over five years. Implementation of the OBBBA provisions did not have an impact on our effective rate or the Income tax provision in our Consolidated Statements of Operations for the year ended December 31, 2025.

Material Cash Requirements

The Company currently expects capital expenditures to be between $150 million and $180 million in 2026. We expect 2026 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.

During 2025, the Company continued its multi-year systems transformation program to upgrade its ERP and supply chain systems and began capitalizing some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach.

As noted above, the Company issued the Seller Note in connection with the Pintail Acquisition. The Seller Note matures on April 1, 2028, and provides for annual principal payments on the anniversary dates of the acquisition. The first principal payment of $20 million is due on April 1, 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 full year ended December 31, 2025, interest payments paid on the Seller Note totaled approximately $2.4 million. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.

As noted above, as of December 31, 2025, letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million.

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The Company has total operating and finance lease commitments of approximately $27.4 million, of which approximately $10.3 million matures during 2026. See the note to consolidated financial statements titled “Leases” for more information.

The Company has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or are probable and reasonably estimable. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated.

The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market, including an additional 8,000,000 shares authorized for repurchase by the Board of Directors in 2023. There were no shares repurchased on the open market during 2025, and 12,768,870 shares remained available to be repurchased under the current authorization as of December 31, 2025. 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 January 27, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable March 10, 2026, to common stockholders of record at the close of business on February 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. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials increased while labor shortages caused by the departure of skilled labor from the domestic oilfield industry in prior years. 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.

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.

For additional discussion about trends that we expect to impact our results in the future, see “Overview” and “Item 1, Business,” above.

Contractual Obligations

The Company’s obligations and commitments that require future payments include certain non-cancelable leases, purchase obligations, amounts related to the usage of corporate aircraft, ongoing ERP implementation, letters of credit, the Seller Note and

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other long-term liabilities. We expect to fund these obligations primarily through cash generated from our operations. See note titled “Leases” in the Notes to consolidated financial statements for additional details.

Off Balance Sheet Arrangements

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

Related Party Transactions

See note titled “Related Party Transactions” in the Notes to consolidated financial statements for a description of related party transactions.

Critical Accounting Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require significant judgment by management in selecting the appropriate assumptions for calculating accounting estimates. These judgments are based on our historical experience, terms of existing contracts, trends in the industry, and information available from other outside sources, as appropriate. Senior management has discussed the development, selection and disclosure of its critical accounting estimates requiring significant judgments and estimates with the Audit Committee of our Board of Directors. The Company believes the following critical accounting estimates involve estimates that require a higher degree of judgment and complexity:

Credit loss allowance for accounts receivable — Substantially all of the Company’s receivables are due from oil and gas E&Ps in the United States, selected international locations and foreign, nationally owned oil companies. Our credit loss allowance is determined using a combination of factors to estimate the risk of uncollectibility so that our receivables are appropriately stated. Our established credit evaluation procedures seek to minimize the amount of business we conduct with higher risk customers. Our customers’ ability to pay is directly related to their ability to generate cash flow on their projects and is significantly affected by the volatility in the price of oil and natural gas. Credit loss allowance for accounts receivable is recorded in selling, general and administrative expenses. Accounts are written off against the allowance when the Company determines that amounts are uncollectible, and recoveries of amounts previously written off are recorded when collected. Significant recoveries will generally reduce the required provision in the period of recovery, thereby causing credit loss allowance to fluctuate significantly from period to period. Recoveries were insignificant in 2025, 2024 and 2023. We record specific provisions when we become aware of a customer's inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer's operating results or financial position. If circumstances related to a customer change, our estimate of the realizability of the receivable would be further adjusted, either upward or downward.

The estimated credit loss allowance is based on our evaluation of the overall trends in the oil and gas industry, financial condition of our customers, our historical write-off experience, current economic conditions, and in the case of international customers, our judgments about the economic and political environment of the related country and region. In addition to reserves established for specific customers, we establish general reserves by using different percentages depending on the age of the receivables which we adjust periodically based on management’s judgment and the economic strength of our customers. The net credit loss allowance as a percentage of revenues ranged from 0.4% to 0.8% over the last three years. Increasing or decreasing the estimated general reserve percentage by 0.50 percentage points as of December 31, 2025, would have resulted in a change of approximately $1.3 million in the recorded provision for current expected credit losses.

Insurance expenses — RPC self-insures certain risks related to general liability, workers’ compensation, vehicle, property, and employee health insurance costs, up to policy-specified deductible limits. For employee health insurance, RPC maintains stop-loss coverage to limit its financial exposure on high-cost claims. The estimated cost of claims under these self-insurance programs is accrued as incurred, though actual settlement may occur in future periods. These estimates may be adjusted over time based on claim developments. Any portion of outstanding claims expected to be paid beyond one year is classified as long-term accrued insurance expenses. These claims are monitored, and the cost estimates are revised as developments occur relating to such claims. The Company has retained an independent third-party actuary to assist in the calculation of a range of exposure for these claims using various actuarial methods including paid and incurred loss development, paid and incurred Bornhuetter-Ferguson, case outstanding loss development and expected loss. As of December 31, 2025, the Company estimates the range of exposure to be from $19.1 million to $26.7 million. The Company has recorded liabilities as of December 31, 2025, of $22.8 million, which represents management’s best estimate of probable loss.

Long-lived assets including goodwill —RPC carries a variety of long-lived assets on its balance sheet including property, plant and equipment and goodwill. Impairment is the condition that exists when the carrying amount of a long-lived asset exceeds its fair value. Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities

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assumed. The Company conducts impairment tests on goodwill annually during the fourth quarter, or more frequently if events or changes in circumstances indicate an impairment may exist. The Company completes either a qualitative or quantitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Assessment of goodwill impairment is conducted at the level of each reporting unit. Technical Services and Support Services, comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. The fair value of each reporting unit is estimated using an income approach and a market approach. The income approach uses discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

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In addition, the Company conducts impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For the impairment testing on long-lived assets, other than goodwill, a long-lived asset is grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset group are compared to its carrying amount. If the undiscounted cash flows are less than the asset group’s carrying amount, then the Company is required to determine the asset group's fair value by using a discounted cash flow analysis. This analysis is based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the assets within the asset group, and a discount rate based on weighted average cost of capital. An impairment loss is measured and recorded as the amount by which the asset group's carrying amount exceeds its fair value.

Acquisition of business — In accounting for our acquisitions, we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires assets acquired and the liabilities assumed to be recognized at the acquisition date fair values, separately from goodwill. The excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed, is recorded as goodwill. The Company uses its best estimates and assumptions to accurately value assets acquired, and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable. However, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, the Company may have to record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations.

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Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, pre-acquisition contingencies and any contingent consideration, where applicable. Although management believes that the assumptions and estimates the Company has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

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As part of the acquisition of Pintail, the Company recognized customer relationships as an identifiable intangible asset. The fair value of customer relationships was estimated using the multi-period excess earnings method. The valuation of customer relationships involves certain key assumptions including estimated customer attrition rate and required returns on contributory assets. These assumptions involve significant judgment about customer retention patterns and the risk profile of the acquired business. Changes in these assumptions could materially affect the fair value assigned to the customer relationships and the related amortization expense in future periods. See Note titled “Acquisition” in the Notes to Consolidated Financial Statements.

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Impact of Recent Accounting Pronouncements

See note titled “Significant Accounting Policies” in the Notes to the consolidated financial statements, which is incorporated herein by reference for a description of recent accounting standards, including the expected dates of adoption and estimated effects on results of operations and financial condition.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to interest rate risk exposure through borrowings on its revolving credit facility and the Pintail Seller Note. As of December 31, 2025, there were no outstanding interest-bearing advances on our credit facility which bore 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.

​

34

​

Item 8. Financial Statements and Supplementary Data

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders of RPC, Inc.:

The management of RPC, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. RPC, Inc. maintains a system of internal accounting controls designed to provide reasonable assurance, at a reasonable cost, that assets are safeguarded against loss or unauthorized use and that the financial records are adequate and can be relied upon to produce financial statements in accordance with accounting principles generally accepted in the United States of America. The internal control system is augmented by written policies and procedures, an internal audit program and the selection and training of qualified personnel. This system includes policies that require adherence to ethical business standards and compliance with all applicable laws and regulations.

There are inherent limitations to the effectiveness of any controls system. A controls system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Also, no evaluation of controls can provide absolute assurance that all control issues and any instances of fraud, if any, within the Company will be detected. Further, the design of a controls system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Management has excluded Pintail Alternative Energy, L.L.C ("Pintail”), which the Company acquired in April 2025, from its assessment of internal control over financial reporting as of December 31, 2025. Pintail’s total assets and revenues excluded from management’s assessment represented 17% and 18%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management’s assessment is that RPC, Inc. maintained effective internal control over financial reporting as of December 31, 2025.

The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2025, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 36.

/s/ Ben M. Palmer ​ /s/ Michael L. Schmit

​ ​ ​

​ ​ ​

Atlanta, Georgia ​ ​

​

​

​

35

​

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

RPC, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of RPC, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 27, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Pintail Alternative Energy, LLC, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 17 and 18 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. As indicated in Management’s Report, Pintail Alternative Energy, LLC was acquired during 2025. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Pintail Alternative Energy, LLC.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​

/s/ GRANT THORNTON LLP ​

​ ​

Atlanta, Georgia ​

​

​

36

​

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

Board of Directors and Stockholders

RPC, Inc.

​

Opinion on the financial statements

​

We have audited the accompanying consolidated balance sheets of RPC, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2026 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of customer relationships related to the acquisition of Pintail Alternative Energy, LLC

As described further in Note 2 to the financial statements, the Company acquired Pintail Alternative Energy, LLC on April 1, 2025 for $181.4 million. As part of the acquisition, the Company acquired identifiable intangible assets, including customer relationships valued at $83.7 million. We identified certain assumptions used in the valuation of customer relationships, specifically the customer attrition rate and discount rate, acquired in the acquisition of Pintail Alternative Energy, LLC as a critical audit matter.

The principal consideration for our determination that the valuation of customer relationships is a critical audit matter is the high degree of auditor judgment necessary in evaluating the customer attrition rate and discount rate, which is used by management in the valuation models used to determine fair value.

Our audit procedures related to the Company’s valuation of customer relationships related to the acquisition of Pintail Alternative Energy, LLC included the following, among others:

37

​

● We utilized an internal valuation specialist to evaluate:

​

/s/ GRANT THORNTON LLP ​

​ ​

We have served as the Company’s auditor since 2004. ​

​ ​

Atlanta, Georgia ​

​

​

38

​

​

CONSOLIDATED BALANCE SHEET

RPC, INC. AND SUBSIDIARIES

(in thousands except share information)

​

​ ​ ​ ​ ​ ​ ​

​ ​ December 31, ​ December 31,

ASSETS ​ ​ ​ ​ ​ ​

Operating lease right-of-use assets ​ ​ 24,094 ​ ​ 27,465

Finance lease right-of-use assets ​ ​ 1,934 ​ ​ 4,400

Retirement plan assets ​ ​ — ​ ​ 30,666

​ ​ ​ ​ ​ ​ ​

LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​

LIABILITIES ​ ​ ​ ​

Accrued payroll and related expenses ​ 38,636 ​ 25,243

Accrued insurance expenses ​ 7,194 ​ 7,942

Accrued state, local and other taxes ​ 3,543 ​ 3,234

Income taxes payable ​ 787 ​ 446

Current portion of operating lease liabilities ​ ​ 7,606 ​ ​ 7,108

Current portion of notes payable ​ ​ 20,000 ​ ​ —

Accrued expenses and other liabilities ​ 5,419 ​ 4,548

Retirement plan liabilities ​ — ​ 24,539

Notes payable ​ ​ 30,000 ​ ​ —

Finance lease liabilities ​ ​ 1,041 ​ ​ 559

Other long-term liabilities ​ ​ 10,814 ​ ​ 9,099

Commitments and contingencies (Note 15) ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​

STOCKHOLDERS’ EQUITY ​ ​ ​ ​

Capital in excess of par value ​ — ​ —

Accumulated other comprehensive loss ​ (2,550) ​ (2,828)

​

The accompanying notes are an integral part of these statements.

​

39

​

CONSOLIDATED STATEMENTS OF OPERATIONS

RPC, INC. AND SUBSIDIARIES

(in thousands except per share data)

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

COSTS AND EXPENSES: ​ ​ ​ ​ ​ ​ ​ ​ ​

Acquisition related employment costs ​ ​ 20,312 ​ ​ — ​ ​ —

Pension settlement charges ​ ​ — ​ ​ — ​ ​ 18,286

Gain on disposition of assets, net ​ (8,192) ​ (8,199) ​ (9,344)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Earnings per share ​ ​ ​ ​ ​ ​

​

The accompanying notes are an integral part of these statements.

​

40

​

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

RPC, INC. AND SUBSIDIARIES

(in thousands)

​

​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​

Pension settlement and adjustment, net of taxes ​ — ​ — ​ 17,307

Foreign currency translation ​ 278 ​ (459) ​ 263

​

The accompanying notes are an integral part of these statements.

​

41

​

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

RPC, INC. AND SUBSIDIARIES

(in thousands)

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ Capital in ​ ​ ​ ​ Other ​ ​ ​

​ ​ Common Stock ​ Excess of ​ Retained ​ Comprehensive ​ ​ ​

​ ​ Shares ​ Amount ​ Par Value ​ Earnings ​ Loss ​ Total

Foreign currency translation — ​ ​ — ​ ​ — ​ ​ — ​ ​ 263 ​ 263

Foreign currency translation — ​ ​ — ​ ​ — ​ ​ — ​ ​ (459) ​ (459)

Foreign currency translation — ​ ​ — ​ ​ — ​ ​ — ​ ​ 278 ​ 278

​

The accompanying notes are an integral part of these statements.

​

42

​

CONSOLIDATED STATEMENTS OF CASH FLOWS

RPC, INC. AND SUBSIDIARIES

(in thousands)

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​

Gain on disposition of assets, net ​ (8,192) ​ (8,199) ​ (9,344)

Gain due to benefit plan financing arrangement ​ — ​ (1,151) ​ —

Acquisition related employment costs ​ ​ 20,312 ​ ​ — ​ ​ —

Pension settlement charges ​ — ​ — ​ 18,286

Other non-cash adjustments ​ ​ 556 ​ ​ 709 ​ ​ 126

(Increase) decrease in assets: ​ ​ ​ ​ ​ ​

Other current assets ​ (1,156) ​ (1) ​ 311

(Decrease) increase in liabilities: ​ ​ ​ ​ ​ ​

Pension liabilities ​ ​ — ​ ​ — ​ ​ (5,419)

Accrued state, local and other taxes ​ (477) ​ (1,227) ​ 165

Other accrued expenses ​ ​ 9 ​ ​ (6,489) ​ ​ (5,732)

Retirement plan liabilities ​ (65) ​ 815 ​ 618

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​

Purchase of business, net of cash and debt assumed ​ (153,420) ​ — ​ (78,798)

Proceeds from benefit plan financing arrangement ​ 33,096 ​ 2,380 ​ —

Distribution from benefit plan financing arrangement ​ (24,474) ​ (2,380) ​ —

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​

Repayment of debt assumed at acquisition ​ (4,502) ​ — ​ —

Cash paid for common stock purchased and retired ​ (2,868) ​ (9,938) ​ (21,088)

Cash paid for finance lease ​ ​ (1,143) ​ ​ (799) ​ ​ (515)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Supplemental cash flows disclosure: ​ ​ ​ ​ ​ ​ ​ ​ ​

Supplemental disclosure of noncash investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​

Capital expenditures included in accounts payable ​ $ 7,428 ​ $ 8,199 ​ $ 9,036

​

The accompanying notes are an integral part of these statements.

​

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

​

Note 1: Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of RPC, Inc. and its wholly owned subsidiaries (RPC or the Company). All significant intercompany accounts and transactions have been eliminated.

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

Common Stock

RPC is authorized to issue 349,000,000 shares of common stock, $0.10 par value. Holders of common stock are entitled to receive dividends when and if declared by the Board of Directors out of legally available funds. Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of common stock do not have cumulative voting rights. In the event of any liquidation, dissolution or winding up of the Company, holders of common stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders.

Preferred Stock

RPC is authorized to issue up to 1,000,000 shares of preferred stock, $0.10 par value. As of December 31, 2025, there were no shares of preferred stock issued. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of preferred stock as a class without series or, if so determined from time to time, in one or more series, and by filing a certificate pursuant to the applicable laws of the state of Delaware and to fix the designations, powers, preferences and rights, exchangeability for shares of any other class or classes of stock. Any preferred stock to be issued could rank prior to the common stock with respect to dividend rights and rights on liquidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates are used in the determination of the credit loss allowance, accrued insurance expenses, assessments of long-lived assets and goodwill for impairment. Accounting for acquisition of businesses requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, pre-acquisition contingencies and any contingent consideration, where applicable.

Revenues

RPC recognizes revenues from contracts with its customers based on the amount of consideration it receives in exchange for the services provided. See note to the consolidated financial statements titled Revenues for additional information.

Concentration of Credit Risk

Substantially all of the Company’s customers are engaged in the oil and gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. The Company provided oilfield services to several hundred customers during each of the past three years. One of our customers, a private E&P company, accounted for approximately 15% of the Company’s revenues in 2025 and 13% of the Company’s revenues in 2024. The customer that exceeded 10% of the Company’s revenues in 2025 and 2024 was primarily associated with the Company’s Technical Services segment. There were no other customers in 2025 and 2024, and no customers in 2023 exceeding 10% of revenues. There were no customers that accounted for 10% or more of accounts receivable as of December 31, 2025, or December 31, 2024.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

​

Cash and Cash Equivalents

Highly liquid investments with original maturities of three months or less when acquired are considered cash equivalents. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. RPC maintains cash equivalents and investments in one or more large financial institutions, and RPC’s policy restricts investment in any securities rated less than investment grade by national rating services.

Accounts Receivable

The majority of the Company’s accounts receivable are due principally from major and independent oil and natural gas E&P’s. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are considered past due after 60 days and are stated at amounts due from customers, net of a credit loss allowance.

Credit Loss Allowance for Accounts Receivable

Accounts receivable is carried at the amounts due from customers, reduced by an allowance for estimated amounts that may not be collectible in the future. The estimated credit loss allowance is based on an evaluation of industry trends, financial condition of customers, historical write-off experience, current economic conditions, and in the case of international customers, judgments about the economic and political environment of the related country and region. Accounts receivable balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.

Inventories

Inventories, which consist principally 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, are recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method or the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company regularly reviews inventory quantities on hand and records a write-down for excess or obsolete inventory based primarily on its estimated forecast of product demand, market conditions, production requirements and technological developments.

Property, Plant and Equipment

Property, plant and equipment, including software costs, are reported at cost less accumulated depreciation and amortization, which is provided on a straight-line basis over the estimated useful lives of the assets. Annual depreciation and amortization expenses are computed using the following useful lives: operating equipment, 3 to 20 years; buildings and leasehold improvements, 15 to 39 years or the life of the lease; furniture and fixtures, 5 to 7 years; software, 5 years; and vehicles, 3 to 5 years. The cost of assets retired or otherwise disposed of, and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal with the resulting gain or loss credited or charged to income from operations. Expenditures for additions, major renewals, and betterments are capitalized. Expenditures for restoring an identifiable asset to working condition or for maintaining the asset in good working order constitute repairs and maintenance and are expensed as incurred.

RPC records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The Company periodically reviews the values assigned to long-lived assets, such as property, plant and equipment, to determine if any impairments should be recognized. There was no impairment recorded during 2025, 2024 or 2023.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets of businesses acquired. The carrying amount of goodwill by reporting segment was as follows:

​

​ ​ ​ ​ ​ ​ ​ ​ ​

(in thousands) Technical Services ​ ​ ​ Support Services ​ Total

Business acquisition (see note titled "Acquisition") ​ 32,598 ​ — ​ ​ 32,598

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

​

​

Goodwill is reviewed annually, or more frequently, if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, for impairment. In 2025, the Company performed a quantitative impairment test by estimating the fair value of each of its reporting units by considering both projected discounted future cash flows (an income approach) and comparable public company multiples (a market approach). The discounted cash flow analysis is based on management’s short-term and long-term forecast of operating results for each reporting unit and includes assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures, and the timing of expected future cash flows. In 2024, the Company performed a qualitative assessment of its goodwill based on its reporting units’ performance and public market indications of value. Based on these assessments the Company concluded that the fair value of its reporting units exceeded their carrying amounts and therefore no impairment of goodwill occurred during the years ended December 31, 2025, and 2024.

Other intangibles, net

Other intangibles with finite lives include customer relationships, trade names and trademarks and software licenses. These assets are amortized over their legal or estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. The amortization periods range from three to 10 years.

Software Licenses

The Company accounts for costs related to internal-use software as follows: (1) hosting arrangement where the Company obtains access to a software license and it is feasible for the Company to take possession and run the software on its own hardware, the Company records an intangible asset and a liability to the extent that all or a portion of the software fees have not been paid, see note to the consolidated financial statements titled “Other intangibles”, net for details of software licenses recorded as part of intangible assets, (2) capitalizes costs related to application development stage after the preliminary project stage is completed and management has authorized and committed to funding the project and it is probable that the project will be completed, and the software will be used to perform as intended, and (3) expenses costs related to arrangements considered software as a service where the Company has access to a vendor managed software that do not meet the criteria for software purchase or license.

Insurance Expense

RPC self-insures certain risks related to general liability, workers’ compensation, vehicle, property, cyber and employee health insurance costs, up to policy-specified deductible limits. For employee health insurance, RPC maintains stop-loss coverage to limit its financial exposure on high-cost claims. The estimated cost of claims under these self-insurance programs is accrued as incurred, though actual settlement may occur in future periods. These estimates may be adjusted over time based on claim developments. Any portion of outstanding claims expected to be paid beyond one year is classified as long-term accrued insurance expenses. These claims are monitored, and the cost estimates are revised as developments occur relating to such claims.

Income Taxes

Deferred tax liabilities and assets are determined based on the difference between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance against the carrying value of deferred tax assets when the Company determines that it is more likely than not that the asset will not be realized through future taxable income.

Share Repurchases

The Company records the cost of share repurchases in stockholders’ equity as a reduction to common stock to the extent of par value of the shares acquired and the remainder is allocated to capital in excess of par value and retained earnings if capital in excess of par value is depleted. The Company tracks capital in excess of par value on a cumulative basis for each reporting period and discloses the excess over capital in excess of par value as part of stock purchased and retired in the consolidated statements of stockholders’ equity.

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

​

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. See note to the consolidated financial statements titled “Employee Benefit Plans” for further information on restricted stock granted to employees.

​

Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:

​

​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

(in thousands) ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​

Adjustment for participating securities (7,204) ​ (3,584) ​ (3,545)

​

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, and debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of such instruments.

Stock-Based Compensation

Stock-based compensation expense is recognized for all share-based payment awards, net of estimated forfeitures. Accordingly, compensation cost is amortized for those shares expected to vest on a straight-line basis over the requisite service period of the award. See note to the consolidated financial statements titled “Employee Benefit Plans” for additional information.

Advertising

Advertising costs are expensed during the period in which they are incurred. Advertising expenses totaled $3.6 million in 2025, $2.3 million in 2024, and $2.4 million in 2023.

Leases

The Company determines at contract inception if an arrangement is a lease or contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property, plant and equipment for a period of time in exchange for consideration. The Company’s lease population consists primarily of real estate including its corporate headquarters, office space and warehouses, in addition to vehicles, storage containers and office equipment. The Company’s population of month-to-month real estate leases have been classified as short-term leases. The Company has elected not to separate non-lease components from lease components for its leases. Variable lease payments relate primarily to taxes and insurance on real estate contracts and are recognized as expense when incurred.

Recent Accounting Pronouncements

The Financial Accounting Standards Board issued the following applicable Accounting Standards Updates (ASU):

Recently Issued Accounting Standards 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

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

​

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.

​

Note 2: Acquisition

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

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, 100% of Pintail’s equity was automatically canceled and converted into the right to receive (i) $170 million in cash ("the Closing Cash”), (ii) $25 million of RPC common stock, which was paid by the issuance of 4,545,454 shares of restricted common stock of RPC ("Stock Consideration”) to one of the previous owners (the "Seller”), and (iii) $50 million in the form of a secured note payable to Houston LP (the "Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate ("SOFR”), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate.

The Stock Consideration and 50% of the Seller Note (together "Contingent Consideration”) are subject to continued employment of Seller for a period of three years and subject to automatic forfeiture in the event of Seller termination. In accordance with U.S. GAAP, the Contingent Consideration is not accounted for as part of purchase price. As of Closing Date, the Company evaluated the fair value of the Seller Note using a market interest rate based on the Company’s IBR ("Incremental Borrowing Rate”). As the contractual interest rate on the Seller Note (6.0% based on prevailing SOFR) was materially consistent with the estimated market rate, the Seller Note was recorded on the Consolidated Balance Sheet at the estimated present value of $50 million as Notes Payable in the current and non-current section of Total liabilities on the Consolidated Balance Sheet as of December 31, 2025. The Company recognized an acquisition related employment obligation asset for $25 million, related to 50% of the Seller Note, that is part of the Contingent Consideration. This asset is being amortized over the three-year service period on a straight-line basis and reflected as part of Other assets in the current and non-current sections of Total assets on the Consolidated Balance Sheet as of December 31, 2025.

An additional amount totaling $37.5 million, ("Redistribution Payments”) paid by the Seller out of Closing Cash, is subject to continued employment with RPC for a period of three years from the Closing Date. The Stock Consideration and Redistribution

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

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Payments are being amortized over the three-year service period and recorded as Acquisition related employment costs and Additional Paid in Capital.

Amortization of non-cash expenses related to the Contingent Consideration and the Redistribution Payments are reflected as Acquisition related employment costs in the Consolidated Statement of Operations. For the period from April 1, 2025, to December 31, 2025, these amounts totaled $20.3 million.

The Company incurred transaction expenses of approximately $1.6 million in 2025, which are included in Selling, general and administrative expenses within the Company’s Consolidated Statements of Operations.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805”), primarily using Level 3 inputs. The preliminary purchase price allocation disclosed as of September 30, 2025, has been revised as new information was received and analyzed resulting in a $9.2 million increase in Goodwill and decreases in property, plant and equipment of $4.9 million, customer relationships of $3.5 million and trademarks of $800 thousand. Beginning in the fourth quarter of 2025, wireline cables, previously capitalized and depreciated over 18 months, began to be expensed due to a change in their estimated useful lives, resulting in the decrease in property, plant and equipment. The decrease in customer relationships and tradenames is attributable to the $12.3 million net working capital settlement and valuation refinements. The amounts below represent the current preliminary fair value estimates. As additional information becomes available and final analyses and allocations are completed, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which will not exceed one year from the acquisition date. As of December 31, 2025, adjustments related to property, plant and equipment is the primary area open for finalization. Such revisions or changes may be material and may impact the valuation of other assets.

The purchase price under U.S. GAAP was $181.4 million, which consisted of Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $13.6 million of contractual adjustments for Pintail’s final net working capital settlement, cash and debt. Amount due from the seller for the final working capital settlement of $12.3 million was collected in full during the fourth quarter of 2025.

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

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is being amortized over 15 years for income tax purposes but not for financial reporting purposes. Goodwill is attributable to synergies expected to be achieved from the combined operations of the Company and Pintail and the assembled workforce. The accompanying Consolidated Balance Sheet includes the assets and liabilities of Pintail, which have been measured at fair value as of the acquisition date.

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49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

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The preliminary allocation of purchase price recorded for Pintail under U.S. GAAP as of the Closing Date was as follows:

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​ ​ ​ ​

​ ​ ​ ​ ​ Amount

Cash and cash equivalents ​ $ 3,000

Accounts receivable ​ 66,268

Prepaid expenses ​ 302

Property, plant and equipment, net ​ 44,445

Operating lease right-of-use assets ​ 541

Finance lease right-of-use assets ​ 1,134

Other intangibles, net ​ 93,000

Other assets ​ 6

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Accounts payable ​ ​ (46,288)

Accrued payroll and related expenses ​ (4,911)

Accrued state, local and other taxes ​ (1,498)

Current portion of notes payable ​ ​ (4,375)

Current portion of operating lease liabilities ​ (231)

Current portion of finance lease liabilities ​ ​ (501)

Accrued expenses and other liabilities ​ ​ (8,673)

Long-term operating lease liabilities ​ ​ (282)

Long-term finance lease liabilities ​ (659)

Total liabilities ​ (67,418)

Net assets acquired ​ ​ 148,822

Preliminary purchase price ​ ​ 181,420

Goodwill recorded ​ $ 32,598

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

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

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​ ​ Preliminary Fair Value ​ ​ Estimated Useful Life

(in thousands) ​ ​ ​ ​ ​

Customer relationships $ 83,700 ​ ​ 10

Trade names and trademarks ​ 9,300 ​ ​ 10

Intangible assets acquired $ 93,000 ​ ​ ​

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The fair value of customer relationships was estimated using the multi-period excess earnings method. The multi-period excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The fair value determination of the customer relationships require management to make significant estimates and assumptions related to future revenues attributable to existing customers, future EBITDA margins and the selection of the customer attrition rate and discount rate. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value assigned to customer relationships and the related amortization expense in future periods.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

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

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

Pintail’s operating results are included in the Consolidated Statements of Operations for the period from Apil 1, 2025 to December 31, 2025. Pintail's revenues were $295.8 million for the period from April 1, 2025, to December 31, 2025. Pintail’s Net income for the period from April 1, 2025, to December 31, 2025, was $12.1 million, using a normalized estimated effective tax rate. Pintail’s Net income includes the impact of the amortization of intangibles totaling $7.0 million, as well as other purchase accounting adjustments, for the period from April 1, 2025, to December 31, 2025. Acquisition related employment costs are recorded at the consolidated level and not allocated to Pintail.

The following unaudited pro forma financial information presents the Company’s results of operations for the years ended December 31, 2025, and 2024, 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 Merger, 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.

The unaudited pro forma financial information presented below is for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the acquisition of Pintail been completed on January 1, 2024.

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​ ​ Year Ended December 31,

(in thousands) ​ ​ ​ ​ ​ ​

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Note 3: 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 satisfies its performance obligations over time as the services are performed and records revenues accordingly. 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 Consolidated Statements of Operations and therefore excluded from revenues.

Nature of services

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

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

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RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

Support Services

Our contracts with customers are generally short-term in nature and consist of a single performance obligation – the provision of oilfield 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 generally occurs 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 to the consolidated financial statements 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.

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Contract balances

Contract assets representing the Company’s rights to consideration for work completed but not billed are included in Accounts receivable, net on the Consolidated Balance Sheet are shown below:

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(in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​

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Substantially all of the unbilled trade receivables as of December 31, 2025, and December 31, 2024, were invoiced during the following quarter.

Unearned Revenue

Contract liabilities represent the payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. As of December 31, 2025, and 2024, such amounts were $13.2 million and $45.4 million, respectively, and were recorded as unearned revenue on the Consolidated Balance Sheet. Substantially all of the amounts of

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2025, 2024 and 2023

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unearned revenue as of December 31, 2025, and December 31, 2024, were or will be recognized as revenues during the immediately following quarters.

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Note 4: Depreciation and Amortization

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

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